


A Moment of Silence

by thunder_fish



Series: A Moment of Silence [1]
Category: Ben 10 Series, Cartoon Network Universe: FusionFall, Codename: Kids Next Door, Dexter's Laboratory, FusionFall, Generator Rex, Grim Adventures of Billy & Mandy, Powerpuff Girls
Genre: M/M, bexter
Language: English
Status: Completed
Published: 2014-04-04
Updated: 2014-04-04
Packaged: 2018-01-18 04:23:44
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 34
Words: 67,161
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1415005
Author URL: https://archiveofourown.org/users/thunder_fish/pseuds/thunder_fish
Summary: <blockquote class="userstuff">
              <p>In the midst of the Fusion Invasion, two intrepid heroes want nothing more than time together and a moment of silence. Dexter/Ben Tennyson slash. Don't read it if you're allergic to such things.</p>
            </blockquote>





	1. The Kiss

**Chapter 1: The Kiss**

Too tired to move, the two teenage boys sat on the floor and did nothing beyond rest for a moment. To their relief the silence between them was not an uncomfortable one. Finally Ben looked over at Dexter. The younger boy had his eyes closed and he sighed as he dropped his head back onto the couch behind them.

"Would now be a bad time to apologize again?" wondered Ben.

Dexter didn't move or open his eyes, but he did frown a little. "Whatever for?" he asked, the words slurring slightly.

Ben smiled, forever amused at the redhead's accent. "Last month."

A snort, and then Dexter let out a laugh. "Are you still worked up about that?" He was smiling as he opened his eyes and looked Ben's way. "It wasn't your fault. You had no control over the situation."

"Still. Doesn't say much for the mating habits of Cerebrocrustaceans."

Dexter chuckled. "I doubt they'd think highly of our notions of mating displays and rituals."

Ben sighed, glad that Dexter's opinion hadn't changed since the last time he'd apologized. "Well, I still feel bad for putting you in that position. If it was pretty embarrassing for me, it must have been a lot worse for you."

He shrugged and avoided the issue. "It was interesting to see how the Omnitrix could affect you."

Ben shook his head. "It almost affected you, too, pal."

He glanced over to see Dexter studying him with blue eyes that were at once bright with amusement and weary from a long and trying day. An extended pause followed and Dexter's pleasure did not fade as he regarded the older teen.

"Aren't you the least curious?" asked the scientist.

"What about?"

Slowly Dexter smiled. "What it would be like."

Ben blinked, catching up. As usual, Boy Genius was leaps and bounds ahead of him. Small wonder Brainstorm was so turned on by Dexter's intellect. It was overwhelming.

His brain finished the unspoken point of Dexter's statement:

_. . . to kiss me._

Only Dexter, his least likely of friends, could have asked him such a question without fear of an honest reply. He was the last person to hold curiosity against a person, himself included. Even now Ben suspected that the younger boy was asking more for the sake of satisfying his own curiosity. Probably he was wondering if Ben saw now what Brainstorm had seen.

Ben could have lied, he could have said no, but he didn't want to. For all he was a pain in the neck and arrogant and a modern-day Napoleon, Dexter was a very good friend and he had never, to Ben's knowledge, told him an untruth. If Ben lied now, Dexter would accept that and let the matter drop, but he found he had no desire to avoid the truth. Dexter was quite correct that the situation last month was not Ben's fault, but there was no denying that Ben, driven by Brainstorm's hormones as the Cerebrocrustacean had gone through a fertile cycle, had pursued Dexter and had tried in every way to quite literally claim him as a mate. The fact that Dexter was sitting here with him now, alone, on the floor of his private quarters outside of his laboratory, spoke volumes. The fact that Ben hadn't destroyed his friend's trust and regard was quite enough to earn the scientist an honest reply.

"Yeah," he slowly admitted, looking over at Dexter with a wry smile. "I've wondered."

He watched Dexter for any sign of a negative reaction or disgust, but true to form his friend offered no rejection of the truth. Dexter's world was very black and white – things worked or they didn't, and if they didn't, it was his job to figure out why. Right now, Ben realized, Dexter was making sure that their friendship still worked and could weather this storm. To Ben, at least, surviving the indignity of lusting after his best friend was a guarantee of friendship that could endure anything fate threw at them.

"So have I," Dexter quietly stated, never looking away.

For the longest moment Ben did not know how to respond. What would it be like to kiss Dexter? To be kissed by Dexter? A month ago he had been longing, dying, aching to find out exactly that for reasons that had nothing to do with curiosity and everything to do with lust. He was so very, very glad his – or rather, Brainstorm's - desires had not been satisfied then. Such wanton, uninvited taking would have hurt Dexter and destroyed them both. But here, now, past that crisis, they were on solid ground.

And . . . could it be possible that Dexter was offering . . . ?

"Really?" he asked stupidly.

Dexter nodded in confirmation. "Really. You sound surprised."

He tripped over his own words. "Well, yeah, kinda. I just didn't think . . . I mean . . . y'know, I . . . dunno."

He was making no sense. Dexter spared him.

"I invite you to satisfy your curiosity, Ben."

Words suddenly failed him. How was it that Dexter could speak with such calm, such directness, without sacrificing any of his dignity? If Ben had come out with such a line, it would have fallen flat.

 _Which was exactly why Dexter said it_ , his subconscious provided.

"I . . . uh . . ."

Dexter reached up with one purple-gloved hand and pulled off his glasses, setting them aside. Without them he was as good as blind, and if he had been any further away from Ben than he was at this moment he would not have been able to see him.

"Actions speak louder than words, Mr. Tennyson."

He grinned. He was being teased not for what he wanted to do right now, but his complete inability to form a sentence. Fine. If that was what Boy Genius wanted, who was he to deny his best friend?

There was not a word of protest raised as Ben reached out with both hands and seized the front of Dexter's lab coat, yanking the redhead in close against him and capturing those lips with his own. Dexter's lips were warm, a little chapped, totally different from a girl's. He kissed totally different than a girl, too, though in exactly what way Ben could not hope to say as he focused on the contact and the warmth they were suddenly sharing. It was no less appealing, a strong, assured, welcoming caress as evidenced by the slim arms that wrapped around his neck despite their awkward angle against the sofa.

Dexter wanted this.

And Ben Tennyson abruptly realized that he had wanted this for longer than he knew.

Curiosity took a very long time to gratify on both sides, and for every question answered that night, ten more rose up and demanded satisfaction.


	2. Guilty Pleasures

**Chapter 2: Guilty Pleasures**

He had no idea of what time it was when he finally opened his eyes. It was morning to Ben, but for all he knew it could be any time, day or night, and truth be told he really didn't much care. The room was illuminated by a light in the hall and it took him a very long moment to figure out where he was and how he got here (and even that was still a bit vague, being overshadowed by things far more important and interesting than how he had arrived). He was almost sinfully comfortable, surrounded as he was by warmth and softness, and as he recalled the events leading up to this moment, he was inordinately smug.

It was a morning of many firsts for Ben Tennyson and he wanted to remember this sensation. Regardless of what happened later on, right now he was feeling like the cat's meow. He rested his head on the down pillow and slowly comprised a mental list of things he'd achieved simply by being here.

Well, it was the first time he'd woken up in Dexter's bed. The first time he'd had this glowing sense of shameless satisfaction. It was the first time he'd ever spent a whole night making out. First time he'd ever kissed his best friend. First time he'd ever kissed another guy. First time he'd ever slept with someone else in the same bed, sharing the same blankets and warmth (and he was fairly certain that they'd slept here – the absence of clothes in the room seemed to indicate that the majority of the action had taken place elsewhere in the suite). First time he'd ever seen Dexter's hands outside of those purple gloves (or bandages). First time he'd ever had warm hands reach up his shirt to stroke his chest. Such long fingers on the younger boy – no wonder he played the piano so well. Ben spent a few moments speculating on other things he'd discovered Dexter did well. The kid could kiss, that was for sure. Ben was no expert, having kissed few girls, but he sure left anything Ben had locked lips with in the dust. He was also downright fearless about trying something new and he pretty much was devoid of shame. There was a lot Ben Tennyson could learn from him, and for once he looked forward to every moment of instruction. With any luck, Dexter would give him homework, too.

It was the first time he'd ever woken up to long, slow breaths next to his ear as his best friend – were they still friends? Could they be, after this? – slept blissfully on. Dexter lay close by, sharing a pillow, each breath stirring Ben's hair. In the dim light he looked at his companion. With tousled red hair, parted lips, and no glasses to be seen, Dexter looked remarkably young and vulnerable. Ben felt a rush of protectiveness and tenderness for the younger teen, awed by the degree of trust Dexter afforded him. The genius let few people get close to him, either emotionally or physically, and here they had spent the whole night in a make out session for the ages. It had been the most intense encounter Ben had ever experienced – intense and thrilling and fulfilling and _fun_. Tired as they'd both been going into this, how many times had they laughed themselves breathless last night as they learned what worked and what didn't (and in a few cases, figured out _why_ as well)?

Never before had Ben shared so much of himself or received so much in return. He wanted to laugh and tell someone what they'd done and wake Dexter up to talk and watch him sleep and kiss him again and feel all the happy, crazy, nervous, exciting, shy, amazing things last night had brought all over again.

He, Ben Tennyson, had kissed Dexter. The whole night through. And not just kissed him – he had explored and experimented and teased and laughed and matched Dexter's daring and passion. Not only had he enjoyed it, he wanted more. Much more. There-could-never-be-enough-type more. He should probably feel guilty to some degree right now, but he just couldn't. Wallowing in his memories of last night was far too pleasurable an exercise to waste any time on anything as useless as guilt.

Dexter stirred slightly and mumbled in his sleep before he settled a bit closer to Ben and carried on looking cute and content as he slept. The motion exposed his bare shoulder and neck, and Ben felt his face grow warm at the sight and the memory of hastily yanking Dexter's turtleneck sweater off to reach the redhead's throat with his lips. The fact that he'd almost strangled Dexter with his own clothes in the process was a topic for another day. Thank heaven he'd already taken off his glasses. Another first for his list – ripping another person's clothes off. Not that Dexter had protested for a moment. It had been pretty obvious he'd enjoyed every frantic moment and had been as desperate as Ben to rid himself of the bulky sweater in order to allow Ben's kisses to reach the base of his throat.

That he had spent the night with another guy bothered him not at all. His parents were liberal and laid back in the extreme, and they had imparted their relaxed attitude toward gender and roles and relationships to their only child. Besides, it was _Dexter_ that Brainstorm had fallen for and Ben was starting to realize that he had followed suit. He owed the Cerebrocrustacean big time for this wake-up-and-kiss-the-genius call.

He'd never been attracted to guys before – he still wasn't - but Dexter . . . yeah. The owner of DexLabs presented his own unique case and looking back, Ben realized that his emotions and attachment had been building for quite a long time now. Dexter had always charmed him, and it was pretty evident from last night that somewhere along the line (he'd have to think back and figure out exactly when) he had managed to return the favor.

There was a lot to be said about glasses. And lab coats. And accents. And redheads. Short redheads. Cute short redheads. Cute short redheads that wanted Ben at least as badly as Ben wanted Dexter. He blinked as that realization hit him accompanied by a heady, dizzying, amazing feeling. Dexter. He was here in bed with Dexter. Him. Ben Tennyson. Here. With Dexter. He had woken up next to the smartest, richest, most vital aspect of the war against Planet Fusion. He stared at the sleeping boy beside him and hoped that when Dexter finally dragged himself awake he would be as stupidly happy with life as Ben was.

Talk about a fine day for science . . . it wasn't such a bad day for Ben Tennyson, either, as evidenced by the fact that he could not wipe this grin off his face. If he had been standing, Ben knew he would not be able to stop moving (and probably talking as well) given his degree of energy right now.

Maybe he was staring too hard or his excitement at waking up next to his best friend (could they somehow be better friends now?) managed to convey itself to Dexter and drew him out of his dreams. Either way, Dexter slowly roused, mumbling and yawning and blinking sleepy blue eyes. Mere inches from Ben's face, he squinted as he tried to focus. He may as well be blind without his glasses, Ben knew, but this drowsy, bed-headed, contented look he wore right now was nothing short of adorable. Ben remembered a time when he had been seven or eight and holding the neighbor's spaniel puppy as the little dog woke up from a deep sleep. Dexter had much the same look about him. For a long, quiet moment Ben found himself being studied intently and he could only hope that Dexter liked what he was seeing.

And then, slowly, Dexter returned his silly grin, at once weary and impish. Inching up, he pressed his lips to Ben's in a long, deep kiss that sent his friend's heart racing and his imagination into overdrive. Far too soon for Ben's taste, he pulled back.

"Good morning," whispered Dexter, his voice hoarse from sleep.

He was never going to be able to wipe this smile off his face. "Best morning ever."

"Mmm," agreed Dexter. It was obvious he hadn't slept himself out yet and the last thing he was going to do was stay awake much longer, so he settled down again with Ben as his pillow. A warm hand slide up under his t-shirt as Dexter curled up close to his side, his eyes already closing as sleep reclaimed him and he claimed Ben.

"Good night," Ben softly said, instinctively lifting a hand to stroke Dexter's hair. He knew he'd be able to sleep again too, but for right now he wanted to enjoy the moment. It was a morning of many firsts, yes, but he hoped with every thought and prayer and wish that it was also the first of many mornings.


	3. Rule  #2

**Chapter Three: Rule #2**

A/N: This story has ended up being set – with permission and endless restrictions - in a what-if version of lightning bird's FusionFall universe. It borrows the setting, characters, and situation, though the story is independent of her works and is not part of her story arc. _A Moment of Silence_ simply addresses the question of what her universe might be like if she allowed slash.

_**()()()()()()()()** _

The sound of the comm unit activating roused them both out of a deep sleep. Left to their own devices, Ben and Dexter would have gone on sleeping around the clock. Both teens had been exhausted going into the evening and their discovery of one another as something much more than friends had taken them well into the early morning hours.

Dexter groaned and lifted his head, squinting and looking around as he tried to find the source of his annoyance. Crawling to the edge of the bed, he smacked the comm unit and immediately flopped right back onto the pillow.

"What?" he grumbled, thoroughly unhappy at the disturbance.

_"Yo,"_ said Buttercup, smiling at his misery. _"The Professor wants to make sure you're alive."_

"Yes," Dexter managed, his voice partially muffled by the pillow.

_"Dinner's at six, bro."_

"I know," he moaned in reply, cracking one eye open to glare as best he could at her blurry image. "What time is it?"

_"Four-thirty-ish. He's making chicken marsala and rice."_

He didn't groan this time. Dinner actually sounded like a very good and welcome idea. He could not remember the last time he'd eaten. "Can Ben come?"

She rolled her eyes, though the only way he could tell that was by her body language. Without his glasses such nuances were lost on him. _"Well, duh, Boy Genius, doesn't he always eat with us when he's here? Let him know, okay?"_

"Will do. See you at six."

Dexter smacked the unit again to turn it off. After a minute he rolled over to face the young man that had spent the night – or, more properly, the day – in bed with him. Ben Tennyson had laid low while Dexter's adopted sister had called, but he greeted the redhead with a happy smile, as smug and satisfied as he had been the first time he'd woken.

Greeted Ben, "G'morning."

"Good afternoon," Dexter said softly, smiling back. His heart was racing and he was so glad to see Ben looking so pleased with life. For a few moments last night he had let doubt enter his thoughts – doubt about the wisdom of this move and what Ben's reaction would be. All misgivings had been banished, though, as soon as he saw the gleam in those green eyes. Ben had been surprised and happy and as completely amazed as Dexter that his best friend didn't just want his company, but wanted _him_. Dexter suspected he had wanted this to happen far longer than Ben, but it was evident that the young man was thoroughly pleased with the development.

He edged closer, trying to see better. It was futile, but it was a good excuse to move almost nose-to-nose with the brunet.

"You're mighty cute without your glasses, Dex."

"You're mighty blurry."

Ben chuckled. "How come you don't get contacts?"

"You can't wear contacts in a laboratory. Too many airborne chemicals can get trapped behind them. I'm already nearly blind, I don't want to make it any worse."

"Well, that's good. Too many people see you without them and they'll want to do what I want to do."

"Which is?" he hinted slyly, hoping.

"This."

He slid his warm hand behind Dexter's head and pulled him in for a long and lingering kiss. Dexter felt his heart speed up once again and gave himself over to the caress. Before last night he had never really kissed anyone before, and his initiation had been thrilling to say the very least. Ben was . . . he was as gentle as Dexter had anticipated he'd be. He was a deeply caring, intuitive individual and Dexter sensed that he would have little cause for regret by taking so huge and intimidating a step –

Abruptly Ben broke the contact between them, drawing back to stare at the younger teen. Dexter blinked in surprise.

"Ben?"

"Dex – I – I'm not – I mean, you want this, right? I'm not . . ."

He smiled as Ben's sensibilities caught up with his emotions and hormones. Reaching up, he brushed the hair from Ben's eyes, marveling at how soft the strands were against his fingertips.

"Yes, Mr. Tennyson, I want this. If I didn't, I never would have invited you to kiss me last night. I've wanted you to kiss me for a very . . . long . . . time . . ."

As he spoke he leaned in again, fully intent on resuming that wake-up kiss they'd started.

"Did you want to kiss me, too?"

Dexter mentally growled at the question. "To put it mildly, yes."

"All this because of Brainstorm getting the hots for you?"

"Not all. My interest predates Brainstorm deciding I was _the one_. I was considering it, though."

"Wait – you were considering . . . ?"

"Brainstorm's proposal."

"But – he's a crab!"

It was Dexter's turn to chuckle. " _You_ see a crab. I see a part of _you_ , Benjamin."

"But . . . but . . . that's alien sex!"

Dexter laughed aloud. "Without which, if I may remind you, sir, you wouldn't be here. I never said I'd go _that_ far. I was simply considering."

"Yeah, but . . ." Ben stared at him, confounded. "I . . . I've got no answer. Can I get back to you on that?"

"I'm at your convenience."

"This'll probably take a few days."

"I'm not going anywhere."

Ben looked away, trying to wrap his brain around it all, then back at Dexter, at the ceiling, at Dexter, the wall, Dexter, blankets, Dexter, all the while wearing a frown of confusion. Dexter watched him with growing amusement, enjoying the chance to tease him a little, and abruptly both of them were laughing (though there was a hint of hysterics in Ben's tone).

"I can't unthink what I'm thinking!" wailed Ben dramatically.

"Then enjoy it," advised Dexter, and Ben stared at him in shock. He smiled. "There. Distracted you. Or maybe not," he reconsidered.

Ben dropped his head back onto the pillow. "So . . . you're okay with all this?"

"Very okay."

"Even though I've got three years on you?"

He rolled his eyes. "Age is not a factor. As the Professor is so fond of saying, I went from two years old to thirty-five. He's not far off the mark." He crawled closer so that he could look Ben in the eye, bracing himself on his arms as he leaned over the older teen. "But Ben, no one, and I mean no one, can know. It's not a question of being embarrassed or ashamed, because I would never be. It's a question of safety for both of us. We both have enemies beyond Fuse, people that would exploit such a close relationship if they ever found out."

Ben's hands stroked his back, a comforting touch, and Dexter suddenly realized he had slept in his trousers, though heaven only knew where his sweater and lab coat had ended up. Ben abruptly reached up and slid Dexter's arms back, lowering him down so they were chest-to-chest. Never had Dexter felt so close to anyone, and he could have stayed here in Ben's hold for hours on end.

"They won't. What happens is nobody's business but ours. What about your family?"

"I'll deal with them. Don't worry. After the initial shock, they won't mind."

"Yeah, but your sisters have laser eyes and your dad could swap my DNA with a potato's."

"The Omnitrix can correct that. We'll wait to tell them, yes?"

"Yes. How . . ." He broke off, uncertain, then tried again. "How far do you want this to go?"

"As far as feels right for us both." He steadied Ben's head with one hand, gazing at those green eyes, touched by the concern he saw there. "I think I know what I want better than you do, so right here, right now, Benjamin, I promise that I will always allow you to set the pace for this relationship. We will go as far as you wish to go."

The enormity of such a promise was not lost on the Wielder of the Omnitrix. "But . . . what about what you want?"

"Ultimately, I think we'll want the same thing."

Ben pondered this, then looked at Dexter shrewdly. "I think this calls for some ground rules."

"Agreed. Any suggestions?"

"Yeah. Number one - not the KND - don't do anything you don't want done to you."

"Excellent rule. And I say be willing to give as good as you get will be Rule #2."

"I like that."

"I thought you might."

"Stop means stop, and no means no."

"Rule #3. Agreed. And if something is wrong or bothering us, we must speak up. Above all, enjoy yourself and have fun."

Ben grinned. "Four and five and I already am."

"As am I." Dexter glanced at the clock. "It will take eleven minutes to get to my family's living quarters. I need ten minutes to shower and dress, another ten for you. That leaves us twenty-one minutes." He leaned in close. "Whatever shall we do to fill our time, Mr. Tennyson?"

"Hmm." Ben seized him, rolling over so that he was on top and Dexter was sunk among the pillows. "You're the scientist – what say you we experiment and test the limits of Rule #2?"

Dexter closed his eyes, shivering in anticipation of the possibilities, his imagination running rampant. Ben had not the least idea of how adorable his own awkward, straight-up willingness to please really was. In a voice just short of a gasp he managed, "Ben, if you ever recite Archimedes' Principle on buoyancy, I swear I'll lose my mind."

Ben sighed and smiled. For the first time in his life he was looking forward to homework. "I'll help you find it again."

"Promise?" he asked innocently, thrilled at the mischievous glint in Ben's eyes.

"I'll have it memorized by tomorrow."


	4. Das Valkyrie

**Chapter Four: _Das Valkyrie_**

Ben let out a sigh that was close to a groan as he gingerly sat down and waited for the rest of his team to catch up. He nursed his aching left leg, which was bruised from hip to knee, a souvenir from yesterday's battle with some Fusion Monsters. Fusion Spawns had gotten into a patch of weeds and the resulting mutation had produced Deadnettles as tall as a six-story building and bristling with thorns and fangs. The rampaging plants had stomped and smashed their way through the east side of Citiesville, spreading seeds and prickers as they advanced. The battle for the city had raged for two solid days, but the monsters were destroyed and the clean-up could begin.

Closing his eyes, Ben leaned his elbows on his knees and hung his head, resting. He had wiped out the Omnitrix's batteries and his own. He desperately needed to recharge.

Someone was approaching, but he didn't look up until they were right in front of him. He looked up to see a girl about his own age standing before him. He didn't recognize her at all, but she was plainly a member of Earth's Combined Forces – her armor, headband, jack boots, and guitar marked her as a Valkyrie, an official fan girl of the superhero Val Hallan. In her hands were two cups with steam rising up from them, and she nervously offered one to him.

"Commander Tennyson? Coffee?"

****_()()()()()()()()()()_ ** **

" _Coffee. You have coffee."_

" _I always have coffee."_

" _Oh."_

_Dexter silently offered up the mug of steaming liquid, and Ben eagerly took it, staring into the murky depths of caffeine and cream. It smelled heavenly. He hesitated, thoroughly pleased that Dexter was willing to share, and then glanced at the younger boy._

" _You don't mind if I . . ."_

_A little snort escaped Dexter. "After last night, Mr. Tennyson, if you have anything communicable, I have it and vice versa."_

_He couldn't stop the silly grin. "Yeah," he agreed, still smug as he could be as he took a mouthful. Handing the cup back, he briefly wondered if Dexter's lips tasted any different after coffee._

_And then he found out._

****_()()()()()()()()()()_ ** **

He blinked, surprised, and smiled. "Yeah. That would be great. Thanks."

"I'm not sure how you like it, so I got a regular."

He took the cup and slid over, making room on the step up to the transport platform so she could sit. "At this point, I can drink it any which way. Thanks again."

She hitched up her gear and carefully settled down next to him, mindful of the guitar that was her primary weapon.

"I'm Kara Mistgunnar," she said, holding out her hand.

"Ben Tennyson," he replied, switching the cup to his other hand to shake hers.

She smiled. "I know."

****_()()()()()()()()()()_ ** **

" _We're going to be late."_

" _For dinner? Heck no! If I'm famished, you must be near death. Get the lead out, kiddo!"_

_Dexter chuckled as he let Ben march him to the elevator. "You can always ask Computress," he said as Ben pushed the button a few times._

" _She'll listen to me?" he exclaimed, knowing how rarely Dexter granted anyone access to his supercomputer. It was a tremendous show of trust._

" _She will now. Computress! Recognize Benjamin Tennyson, level two access."_

" _Hello, Ben," said the calm, feminine voice. "Can I help you?"_

" _Hey, Computress! Yeah, can you get us an elevator?"_

" _Right away."_

" _Thanks." He looked at Dexter. "Sweet!"_

_Dexter smiled, delighted at his enthusiasm, and it occurred to Ben that his friend (his boyfriend?) should smile more often._

****_()()()()()()()()()()_ ** **

"Where are you from?" he asked, opening the lid of the coffee.

"The Mistake by the Lake."

"Huh?"

"Cleveland, Ohio. That's what we call it. Called it," she added quietly.

"I guess they never got those Fusion Monsters out of the Great Lakes."

"Not yet. Now we call it Lake Eerie with two 'e's."

He admired that Kara was able to speak lightly about something that was so clearly painful. He took a mouthful of coffee and managed not to choke. It was bitter and acidic and almost not worth the caffeine fix. To cover his shock he kept talking.

"How long have you been fighting?"

"I joined up after my family evacuated to Cincinnati. Almost from the start. I was recruited by the KND. I was too old for them, so I joined the Irregulars."

Irregulars. It was what the ECF troops called themselves since even though they formed an army, there was nothing regular or uniform about them. He gestured at her guitar, asking,

"You like music?"

A laugh escaped her. "More than it likes me. I can take out a Fusion but I can't tune this beast to save my soul."

****_()()()()()()()()()()_ ** **

" _I'm in love with your shower."_

_Dexter looked at him strangely. Ben rose to his own defense._

" _It's like a temple to hot water! Dex, you've got a waterfall in your shower. Which is a whole room!"_

" _You only say that because you haven't seen my stereo yet. I suppose we could have a worse basis for our relationship."_

" _Brainstorm was lusting after your mind. And I - Hey!" An idea struck. "Maybe Cerebrocrustacians are some sort of space zombie."_

" _Mmm." Dexter weighed the possibilities and played along, looking thoughtful before he put a purple-gloved hand to his chest and feigned indignation. "That would mean that I'm an appetizer!"_

_Ben made a face._ " _No way. You're dessert."_

****_()()()()()()()()()()_ ** **

"So have you been to DexLabs?"

"Yeah, I just came from there three days ago."

"You must know Mandy and the other commanders."

"Yeah, most of them. Mandy's tough. Vicious and tough," and he added under his breath, taking another sip of the horrid coffee.

Kara's eyes grew wide. "Have you ever met Number One or the Powerpuff Girls?"

He nodded. "I worked with all the guys from Sector V to help train new recruits at the beginning. And I know the Powerpuffs pretty well. They're really funny . . . and a lot of fun."

****_()()()()()()()()()()_ ** **

" _So what time did you go to bed, lazy bones?" demanded Buttercup, helping Dexter to set the table for dinner._

" _Bed?" asked Dexter as if he'd never heard the word before. "I . . . couldn't tell you. I just know what time you woke me up."_

" _What were you guys up to all night?"_

_Ben froze, a squeak caught in his throat. Dexter went on arranging the silverware and casually said, "Research."_

_Buttercup arched an eyebrow at him in open imitation of their father. "Research?"_

_He nodded. "Mmm. Research and experiments."_

" _Both of you?" She glanced at Ben with a quizzical expression._

" _Ben is highly capable," Dexter defended._

_Science and math were not Ben's favorite subjects, a fact which the Utoniums knew well. Since last night, however, it could be safely said that scientists and mathematicians ranked high among his favorite people. Persons? Person? Nerd._

_Blossom and Bubbles joined them in the dining room, carrying a large salad and dressing. Blossom just set the salad on Dexter's usual plate. It would end up there eventually since he was such a fiend for vegetables. It was clear they had overheard the conversation, because they listened with lively interest._

" _I couldn't have accomplished any of it without him," Dexter continued, rising in defense of Ben. "We were busy the night through."_

_A stab of panic set Ben's heart racing. No, no, no! What if she asked . . . ?_

" _So, what were you two researching?"_

_Crud. He glanced at Dexter, but the younger teen was looking serenely at his fiery, black-haired sister. "Do you_ really _want to know, Buttercup? Really?" Before she could reply, he plunged straight into the technobabble. "As you wish, sister. Well, as you may be aware, a month ago I was faced by challenge of compatible biology involving a hormonal surge responsible for igniting a typical though unseasonal instinct for-"_

" _Professor!" Buttercup yelled, clapping her hands over her ears in playful teasing. "Dexter's getting all science-y and stuff!"_

" _Not at the dinner table, please," was Professor Utonium's quiet call from the kitchen. It was evident that he was amused. Ben laughed along with Blossom and Bubbles, glancing at Dexter. The redhead's eyes were bright and mischievous, and Ben felt a swell of affection as he looked across the table at his friend._

" _I learned a lot," Ben said. "It was fun."_

_Buttercup looked at him as if he was insane. "If you say so."_

****_()()()()()()()()()()_ ** **

"Wow," Kara breathed, impressed by what for Ben had become commonplace. She leaned close. "Do you know Dexter?"

He could not help but smile. Somewhere in his mind he could hear Dexter's voice say, _Almost in the biblical sense._ Aloud he said,

"Yeah, I do. I know him really well. I guess you could say we're close friends."

_Really close friends, Benjamin._

"Wow," she echoed. Sitting back, the Valkyrie took a moment to process this information. "Hey, Ben?"

"Yeah?"

"Is his accent for real?"

****_()()()()()()()()()()_ ** **

" _Blast."_

" _Trust me, Dex, I don't want me to go either."_

" _I know." Dexter hung his head, accepting the call of duty without question even if he hated that it took Ben away far sooner than planned._

_The alert had come in a few minutes ago – a Fusion attack on Citiesville. It was close enough that the troops stationed in Downtown were being called out and Ben was going to lead them._

" _Dexter . . ."_

_He gathered the younger teen up in a hug, realizing he'd wanted to do this just about every time he'd ever said good-bye to his friend. It was as much for his own comfort as Dexter's. Why hadn't he done this before? He was never going to leave again without this last gesture._

" _I'll be back. I'll_ always _come back to you."_

" _Promise?"_

" _Yes."_

****_()()()()()()()()()()_ ** **

"Yeah," he said, his mind's eye almost a hundred miles east of this spot, wondering how Dexter was faring right now. "It's for real."

"Is he Russian?"

"No. He's Irish and Scottish."

Kara looked completely befuddled, and then she laughed so infectiously that Ben laughed along with her. "Seriously?" she squeaked.

"Totally."

They laughed a bit more, enjoying the chance and the release and the company. Ben had learned long ago to cling to opportunities and make the most every one. It felt good to share a few moments of enjoyment even if the coffee was awful.

Kara was gazing at him, clearly liking what she saw. "Ben?"

"Yeah?"

"This might be really pushy of me, but would you like to, I dunno, get something to eat? Maybe hang out?" Hesitantly she added, "Maybe more than hang out?"

He knew what she was offering and he was not offended. It wasn't desperation on her part; it was the need to connect with another person. He understood what she needed because he had just managed to make that same warm and precious connection.

With Dexter.

When he didn't answer quickly the Valkyrie blushed, embarrassed. "I – I'm sorry. I-"

"No, it's okay, Kara."

"I really didn't buy you coffee just as an excuse to ask you out."

"I know. I appreciate it," he said with perfect honesty. "And please, don't be hard on yourself. You never know 'til you ask. It's just that . . ."

"You're seeing someone?" she provided with a disappointed sigh.

He was realizing it for the first time. She was absolutely right.

"Yeah," he said slowly, savoring every word and the joy that came with being part of something wonderful. "You could say I'm spoken for."


	5. D.I.R.T.

**Chapter Five: D.I.R.T.**

"Hey, Tennyson, how you holding up?"

He opened his eyes a crack and rolled his head to the side to look at Number 5. She sat confidently in the pilot seat of the S.C.A.M.P.E.R. while he slouched low at the gunner's station, his feet propped up on the shelf beneath the control panel and arms wrapped tight around his middle. Her expression was partially blocked by her headset, but the KND operative was smiling a little as she glanced his way, sympathy clear on her dark face.

"Mmmuh," muttered Ben, and then coughed deep and low. "Okay."

"Huh. Right. Numbuh 5 thinks you're one hurtin' puppy."

He closed his eyes again. "You win."

"Hang in there, pal. We'll be at DexLabs in time for lunch."

The thought of food right now made his stomach churn, and Ben let out a small grunt before surrendering to the hazy stupor that had dominated his senses since yesterday. He had no idea what was wrong with him. By the look and feel of it, he'd caught some type of virus. A number of people in his squadron had it, though he'd managed to show them all up, developing a fever and nausea along with the general fatigue and sore throat and aching joints. He'd kept going as best he could manage until last night when a highly irate Number 1 relieved him of duty and arranged for him to return to headquarters to recover. He could not deny that the break would be very welcome, and he felt so miserable that he only put up a token resistance.

He was a little nervous about returning to DexLabs – nervous and excited (or as excited as he could be at the moment, which wasn't very). It had been almost a month since he'd seen Dexter after leaving so abruptly, and though they communicated regularly and on a wide range of issues, neither teen dared touched upon the change in their relationship. He repeatedly told himself that his doubts were unfounded, but there was a niggling little fear that Dexter might change his mind about them. He would know how they stood the moment he saw Dexter.

"Do they know we're coming?" he abruptly asked in a raspy voice.

Abbie Lincoln chuckled. "Yeah, they know. Numbuh 1 made the call last night. They know you got the sniffles. Go back to sleep."

Ben closed his eyes and settled in again, letting out a long, deep sigh that made his companion smile fondly. He had spent a lot of the past month contemplating what had happened between him and Dexter, and he still felt the same simple, burning desire that had driven him to kiss his best friend and change his - their? whole world for the better. It was unfortunate they hadn't had the opportunity to talk more, but Ben had been called away the very next day. So much left unsaid, so many emotions to sort through, so many more kisses went unshared. So much they could not say over a communicator or electronically. Ben had found himself lingering over each word be it spoken or written, looking for any hidden meanings be they real or imagined.

He knew Dexter well, knew the intensity of his character and devotion. That Dexter had wanted Ben to kiss him was still stunning. That he had kissed Ben (well and thoroughly, he might add) was even more wonderful. A night and a morning of enjoying one another's company in a wholly new and exciting manner wasn't nearly enough. It seemed the thing he wanted the most - namely time with Dexter – was the most fleeting. This sore throat and cough were a blessing in disguise, really. If he wasn't so sick, Ben knew full well that it would be weeks or months before he managed to get back to DexLabs. Even then, Dexter was terribly busy and overworked to the point of exhaustion despite Professor Utonium and Mr. Green's best efforts to make him rest. The war was simply overwhelming. They had to snatch what opportunities came to them for time together and live each moment to the fullest.

He grimaced at the change in pressure as the S.C.A.M.P.E.R. began its descent. Despite the discomfort, he felt a rush of excitement to be returning. For a month Ben had longed to be back here. Dreams of heat and passion, of warm lips and small hands, of laughter and playful teasing and the taste of coffee had sustained him. He'd know in a glance if it was all only a dream or if the reality would fulfill all his hopes.

Despite the fact that she was flying a school bus, possibly the most unaerodynamic vehicle in creation, Number 5 brought the S.C.A.M.P.E.R. to a smooth landing on the runway behind DexLabs headquarters. He listened as Abbie chatted with the DexLabs communication center, giving the KND on the radio a few updates from the field. Between here and the main building was a four-mile drive through woods and past the four hangars and more of the campus buildings (including a few the function of which Dexter would not elaborate upon). He was very relieved to look out the window and see a few DexLabs security vehicles lined up, and he hoped one of them was for him.

"You staying, Abbie?" wondered Ben.

She smiled as his voice cracked a bit. "No, Numbah 5's supposed to turn and burn, but I think refueling might take long enough to grab some chow."

"I'll swear to it," he promised, and they exchanged a knowing look.

"I can always say that Tennyson kid was just draggin' his butt and movin' in slo mo."

"It won't be a lie."

She shook her head, removing her headset. "You, my man, have got to rest up. Crawl into bed and don't come out 'cept to eat."

"My plan exactly. Thanks, Abbie. You're the best."

She stopped at the hangar set aside for the KND vehicles and levered the door open. Ben said a last good-bye and slowly exited, his knees aching at each step. It was hot on the tarmac, and he felt light-headed and more than a little sick as his eyes adjusted to the sunlight.

"Sir? This way, please."

His relief was genuine as he turned and faced the security sergeant walking up to him. That blond hair and no-nonsense attitude were unmistakable, as was his habit of calling everyone 'sir.' Chip Morton looked Ben up and down and his eyebrows rose as he took in Ben's pallor and overall ill health.

"If you don't mind me saying, you look like dirt, sir."

Ben smiled. He liked Morton and despite the vast difference in the ages, he considered the sergeant – who served as Dexter's foremost bodyguard and baby sitter – a friend. They were on good enough terms that they could tease one another.

"I feel like it, too," he rasped. "Is that a new KND acronym you learned?"

"You mean Disease-Infested Ratty Teen? D.I.R.T. Yeah. They made it up just for you." As he spoke Morton gestured, rightly guessing Ben was in no shape to walk all the way to the waiting vehicles, and one of the waiting SUVs pulled alongside them. He opened the door and curtly ordered, "In."

The back seat was dark and cool and comfortable, and a dark panel seperated the back seat from the front, giving him privacy and quiet. Ben sank into the soft seat with a sigh, resting his head and his whole, aching body. He closed his eyes even as Morton closed the door. He could sleep right here, and he probably would have except for a quiet, childish, and heavily accented voice from the seat beside him saying,

"Mr. Tennyson."

He was smiling instantly. There was only one person in the world that called him that. A wide, silly grin split his face as he turned his head and opened his eyes. Dexter wasn't actually smiling, but Ben could tell that he was immensely happy and pleased with himself for surprising him. The owner of DexCorp rarely ventured outside - he actually wasn't allowed to step foot beyond the walls of DexLabs headquarters by order of Mandy - but he knew Dexter would argue that right now he technically wasn't outside, he was in the back seat of the SUV.

With Ben.

Doubt? What was doubt? It certainly wasn't a thing Benjamin Kirby Tennyson was going to entertain ever again. Dexter gazed at him hungrily, devouring Ben with his eyes, and Ben knew he returned the look with equal intensity. The enormity of what they had together struck him full on, and he was almost overwhelmed with awe. Every line of Dexter's body bespoke tenseness, like a greyhound anxious to race, so eager was he to throw himself into Ben's arms. He suspected Dexter wouldn't care about getting whatever he had, but Ben certainly cared about keeping him well. He couldn't kiss him, not like he wanted to, and so reaching down, he took Dexter's right hand in his, tugging and twisting to remove the purple glove. Dexter helped by straightening his fingers and letting the glove slide off. Ben dropped it on his lap as Dexter's fingers twined around his. He lifted Dexter's hand and pressed his lips to cool, smooth skin, closing his eyes with a sigh as the Boy Genius gently held his face. He leaned into the touch, his fevered body longing for the relief and comfort being offered.

Dexter slid closer, drawing Ben into his arms, holding him for the few minutes they could be alone. A kiss was pressed to his cheek as Dexter bent his head close to Ben's, and his voice was heavy with emotion as he whispered, "I've missed you, Ben."

He could not speak, so instead he tightened his hold on Dexter, his fingers gripping that white lab coat like a lifeline. He didn't just want Dexter, he needed him. Needed his intelligence and fire and trust and devotion. It felt so right, they fit together so well. It was more than simply getting along, it was understanding and acceptance and . . . love.

At the sudden realization he crushed Dexter to him, unable to get close enough. As if he grasped Ben's thoughts, Dexter pressed closer still. The embrace could have gone on forever, and in a way it did. Even as the vehicle came to a halt and they reluctantly moved away from one another, even as Dexter pulled his glove back on and Ben straightened his collar, the memory was still there: slim arms around him, cotton fabric beneath his hands, cool lips and warm breath against his cheek. They didn't have to touch to be close, and a single look like the one Dexter fixed him with now said more than words.

Morton opened the door and the world beyond the one they had lost themselves in came back into focus. One final moment, and then Dexter looked away and Ben lowered his head and covered his mouth to cough. No one was any the wiser as the founder and owner of DexCorp International stepped out of the vehicle, and the Wielder of the Omnitrix followed.


	6. Taste Test

**Chapter Six: Taste Test**

" . . . turnip, wheat grass, menthol, gelatin, natural flavorings, natural coloring, and BHA as a preservative." Dexter looked up from the package of cough drops Ben had been devouring at a rather alarming rate and made a face as he cautiously asked, "Feeling any better?"

"Loads," was the thoroughly sarcastic mumble.

Ben Tennyson sat in the rolling chair next to Dexter's, his feet propped up on a book shelf and his jacked wrapped tightly around his sparse frame. Eyes closed, head bent low, he was the very picture of ill health and misery. Occasional coughs shook him and the chair, and the low-grade fever had sapped his drive so that all he wanted to do was sit and not talk or do anything except keep Dexter company as he worked on designs for his latest science project. He had been back in DexLabs for three days, living in the Utoniums' suite since the medical department wanted nothing to do with anyone so infectious and ordered him away. The doctors - including Professor Utonium - came to Ben. He had been declared unfit for anything except keeping the bed in the guest room warm, though after two days of that he was bored to distraction. Finally - after a bit of whining from both him and Dexter - he was granted permission to accompany Dexter to the aeronautics lab with the understanding that he was to plant his butt in a chair, not move, and drink as much as possible. Utonium added a final caveat that if Dexter got sick too, he was not allowed to complain. The redhead easily promised as much and the teens beat feet before the Professor could change his mind.

"You should probably go back home and lie down," was the younger boy's advice, handing back the garishly colored bag.

"Naa," Ben grunted, resting his head on the cushioned seat. "Make me some more aspirin and I'll be fine."

"We're not in the correct lab for that right now."

"Oh. Too bad."

As Dexter watched, Ben unwrapped yet another turnip and wheatgrass lozenge and popped it in his mouth, all without opening his eyes. He sniffed, swiped at his nose, and snuggled deeper into the cushioned chair, turning his face toward Dexter and letting his breath out in a long, congested sigh.

"Can you even taste that?"

"Mmm. S'good."

"Wheat grass, turnips, and menthol?" he listed in disbelief.

"Mmm. Try one." He offered up the bag, but Dexter had no intention of conducting a taste test by such conventional means. He finally had Ben to himself and he fully intended to take advantage of the situation (and Ben). Snatching the package of cough drops away, Dexter dropped it on the desk as he rose. In one smooth motion he left his spot and sat down on Ben's lap, straddling both teen and chair. Ben roused, blinking at Dexter with happy bemusement at his unexpected (but very welcome) arrival, and he smiled at the feel of latex gloves holding his face and neck. For a moment bright blue eyes studied him intently and before he could say a word, Dexter's cool lips were pressed hard against his and he was being kissed within an inch of his life. Resistance was futile and possibly the furthest thing from Ben Tennyson's mind - both of them had been longing for this for a month. He let Dexter have his way with him because the kid had mastered French – not just the language, but the kiss.

He was so lost in the contact and being the focus of so much desire and intimacy that Ben had no idea how long the kiss lasted. It could have gone on all day and he would have been fine with that. Eventually, though, Dexter pulled away, leaving Ben happily stunned and even dizzy. Still using Ben as his chair, the redhead sat up, making faces as he pondered and analyzed.

"Mmm. You're right, Benjamin. That does taste pretty good."

Ben blinked, abruptly realizing his mouth was empty and Dexter was smiling at him as he smugly sucked on the cough drop Ben had taken minutes ago.

"You still taste better, though," Dexter decided.

He gaped, flabbergasted that the germ-fearing genius sitting atop him would French kiss the candy clean out of his mouth.

"Dex!" he rasped, torn between surprise and amusement and concern, "you could get what I've got."

He nodded and the smile grew wider. "If we're lucky, the Professor will quarantine us together."

Another kiss, quicker and far more chaste, followed this declaration. Rising, the Boy Genius resumed his seat and picked up his pencil, returning to work. Ben watched him, quietly amazed and delighted that this was his boyfriend. For a long time the only sound was the steady, soothing scratch of Dexter's pencil as he continued his design. He swallowed occasionally as he sucked on the lozenge, and more than once he glanced over to smile at Ben, well aware that he was being watched.

"So, Dex . . . ?"

"Yes?"

"Want another one?"


	7. Someday

**Chapter 7: Someday**

"Oh, kiddo, you look like dirt."

"You would know." Dexter gave him a long, heavy, miserable stare, and Ben half expected the boy to fall asleep before he finally grumbled, "Very fitting, since I feel it. This did not work out how I planned."

"Not even a little," was Ben's not-exactly-tactful reply. "I had a virus. You've got strep. They're not even my germs you're using."

"So I don't even have this to remember you by when you leave." He sank further into the pillows piled up around him to mope. "And I can't even whine about it."

"Just not to your dad. Whine away to me." He sat back in his chair in anticipation.

"I don't want to whine to you," muttered the redhead.

Ben grinned and left himself wide open as he asked, "So what do you want to do to me?"

"Something unsanitary."

"Promises, promises."

Dexter smiled a bit and snuggled deeper into his nest. Ben glanced at the doorway to make sure no one was in sight before he shifted from the chair to sit on the bed. Reaching out, he placed his hand on Dexter's cheek. The fever heat radiating off the younger boy was remarkable, and Dexter sighed at the cool touch and leaned heavily into his hand.

"You should sleep, Dex."

"No," was the raspy reply. "You leave in three hours. I don't want to waste any of that with sleep."

"When have I ever left without saying good-bye? You know I'll wake you."

"I know. I just . . . want to spend time with you. I mean, really spend it, not squeeze it in between recovery and heading out on another mission and-"

"I know, Dex. I hear ya. I want this war over, too."

"Sorry."

"Told you that you could whine to me."

Dexter let out a long sigh, trying hard not to be upset with himself and the situation. He knew his snappishness was in part due to being sick, but at the same time he couldn't help but resent that it always seemed he and Ben were saying good-bye.

"I don't mean to, Ben. I just want . . . to be . . ."

_. . . with you,_ Ben's thoughts finished for them both. The older teen nodded, understanding the simple plea and knowing nothing was simple in this time of war and endless preparation. Everyone was constantly on the go. Just being still was a rare luxury. Down time, time spent not fighting or moving but that rare moment of silence spent with someone you love . . . that was what Dexter wanted. That was what they all wanted, what they all fought for: a return to the quiet lives and routines that the invasion from Planet Fusion had erased.

"I know," he said softly. "Me too."

They were silent for a span, and Ben watched fondly as Dexter tried hard to stay awake. It was a losing battle, and finally Tennyson said, "Roll on your stomach."

"Huh?" grunted Dexter, trying hard to keep his eyes open.

"You heard me. Give me those." He carefully removed Dexter's glasses and set them aside, scooting a little closer as the redhead shifted to his stomach. With one hand he rubbed slow circles on Dexter's back as he had seen Utonium do a few nights before when he had been unable to fall asleep. The results were identical - somehow a back rub was Dexter's off switch and it was a matter of about two minutes before he was deeply asleep.

For a long time afterwards Ben just sat and gently rubbed his back through the light blanket, watching Dexter sleep and listening to him breathe. How many times had he woken up the last week to find Dexter beside him? Sometimes he was reading or working, but most often he had just been sitting with Ben as he slept, unwilling to squander a single moment of what time they had. For an activity so quiet, it was supremely satisfying and Ben knew that like Dexter, he could have sat here all day.

If only he could.

If only he could stay.

Someday, he would. All this sacrifice and strain and anxiety would be gone. The price they paid for peace would be worth it, because someday, when the war was over, he would never have to leave.


	8. Discovery

**Chapter 8: Discovery**

He glanced at his watch as the elevator whisked him down to the underground laboratory. It was late, later than he had realized when he arrived here at DexLabs, and he hoped Dexter wasn't in the middle of something that he couldn't drop. Ben was between assignments and he had essentially snuck away from the war for a day or two to see – and reconnect with – his best friend and lover.

"Computress?" called Ben, automatically looking up to address the super computer.

A smooth, feminine voice replied. "Yes, Ben?"

"Do me a favor and don't tell Dex I'm here. I want to surprise him."

"As you wish," she replied with a hint of amusement, a hologram of her robotic form joining him in the elevator. "I'll let Professor Utonium know you're here to visit."

"Thanks. How's Dex been lately?"

"Well for the most part, but tired and very, very busy."

He understood what she was implying – Dexter was driving himself to the point of exhaustion. "I hear he got the bugs with the jump system all worked out."

"Yes, he and Mr. Green managed to get rid of the materialization delays and the power surges. Now he's working on extending the range of the individual platforms."

"Can't tell you how often those things have saved our bacon," he said, grinning at her.

She smiled back as the elevator slowed. "I'm glad to hear it. Here you are, Ben. He's at his work station."

"Thanks," he said, punching in the security code to open the door. The huge lab was so familiar now, with its elaborate equipment and rows upon rows of armored robots and weapons, that Ben felt right at home despite the strangeness of the setting. His sneakers squeaked slightly on the metal floor, but the sounds of the place hid the noise and allowed him to make his way unnoticed.

He would have gone unnoticed regardless. As he approached the work station in the center of the laboratory he did not spot Dexter at any of the computers. His curiosity piqued, Ben hurried forward and then smiled as he realized that the owner of DexCorp and DexLabs was fast asleep. He sat in front of one of the computer screens, his head resting on one arm, his other hand lying on the keyboard before him. Leaning over to get a good look at him, Ben wished for a camera because a sleeping Dexter was nothing short of adorable. His lips were parted and his back slowly rose and fell with each breath. Ben hated to wake him, but no matter what he would be a lot more comfortable sleeping in his bed than at his desk.

He knew from past experience – experience that was far too brief and rare – that he could touch Dexter in his sleep without disturbing him and he did so now, gently smoothing his red hair away from his face. Dexter was his usual pale self, and Ben's tanned hand was dark in comparison to Dexter's cheek. He wondered if Dexter had ever been tan in his life. Probably not. Baby Einstein here looked to be the type that fried to a crispy critter when exposed to sunlight. Still . . . there was an unhealthy cast to his skin, as if he was close to wearing himself out completely. Ben knew of several past occasions when Dexter had simply worked himself to the point of collapse. This usually only happened when Professor Utonium was away on business, because Dexter wouldn't always obey the lucky people (namely Mr. Green and Sgt. Morton) who were left to care for him. At the same time, though, the Professor understood the drive that forced this boy to work so long and so hard, and so tried to find balance between Dexter's genius and his needs. It was a constant battle for Utonium to rein Dexter in, to make him slow down and eat and sleep and relax and just be a kid for a while.

"Dex?" he asked softly, crouching down beside the work station.

Sleepy eyes the color of the summer sky slowly opened and Dexter blinked at him. A smile touched his face as he saw his visitor.

"Hi, Ben," he whispered, not moving.

Tennyson grinned, shaking his head. "You're not awake."

"I don't want to be."

"Well, you have to be for a few minutes unless you want me to carry you to your room."

For a fleeting moment Dexter was puzzled, and then a look of surprise filled his face as he realized that Ben really was here with him in the laboratory and he wasn't dreaming after all. He sat up stiffly, never looking away from Ben as if to maximize what little time they had together. The brunet felt smug at having snuck up on him.

"Ben," breathed Dexter, all but dropping into the older boy's arms. "Oh, Ben."

The welcoming kiss was long and deep and Ben could feel the hunger in him growing. It had been too long since they had been afforded a chance to spend time along together - well, when they were both healthy enough to enjoy time together - and he very much wanted to get to know Dexter all over again. Neither his body nor his mind had forgotten the intense pleasure and satisfaction of Dexter's touch and the thrill of being the focal point of this young man's desire. He pressed forward, deepening the kiss and feeling those small hands in his back and in his hair, bringing him in closer. Tenderness gave way to the longing both teens had suppressed for as long as they had been apart. More. More. He could have gone on all night. Gone on forever. He would never get enough. The taste, his presence, the sense of him, the fire his passion ignited – Ben Tennyson wanted to explore every aspect of Dexter, Boy Genius, and make him entirely his own.

All too soon Dexter relaxed his hands, draping his arms over Ben's shoulders and leaning in forehead to forehead. Ben could feel the exhaustion radiating off of him, and despite his want – and Dexter's - he knew that rest was in order right now. Rest, sleep, food, and afterwards a much-needed chance to talk and reconnect with the person who was rapidly becoming the center of his world. He could wait, because he knew when they woke up, things would be all the sweeter.

"Ben," Dexter repeated, and the Wielder of the Omnitrix heard his name elevated to something like a prayer. With effort he roused in order to gaze into Ben's eyes, loving what he saw reflected in those green depths. "I don't even have words for what I'm feeling right now."

"I do," Ben volunteered with teasing enthusiasm. "Try bushed. Ready to drop. Out of gas. Frazzled."

For a moment Dexter stared at him, taking a moment to catch up with this lesson in rhetoric, and he sagged even as he chuckled. "Sorry. I'm sorry."

He hadn't meant for Dexter to feel bad in any way. "Don't be, Dex. You've been working your tail off. We can make up for lost time later. Right now you need to sleep."

There was no argument forthcoming. Dexter seemed to sink even further at the mention of sleep.

"Come on," said Ben, gaining his feet and helping Dexter to stand. "Bed."

He did not miss the hopeful look that was cast at him, and he felt a rush of hope himself.

"Want me to stay with you?" he suggested.

The redhead nodded. "Please."

"I won't keep you awake?"

"Unfortunately not even _you_ could keep me awake, Mr. Tennyson. But I'll sleep better for having you near me."

Ten minutes later he was in the private suite of rooms just outside the laboratory, pulling the covers over Dexter and tucking him in snugly. Poor Dexter was so tired that Ben had to help him undress, and after donning a pair of Buttercup's old sweatpants he collapsed into the soft bed. Not quite so sleepy, Ben nonetheless climbed into bed with Dexter and nestled in close behind him, pulling more blankets over them both and wrapping his arm around the younger teen. He spent a long time just listening to his boyfriend _(his_ boyfriend, gloated his inner voice) breathe. He let the low, slow, steady sound lull and hypnotize him until sleep crept in upon Ben, too.

How long he slept he had no idea, but it was a heavy, restive slumber and something Ben needed after so long in the field. He woke to a gentle touch on his arm and a deep voice softly calling his name.

"Ben? Wake up."

He drew a deep breath, lifting his head off the pillow and looking for the source of the disturbance. The room was in shadows, lit only by the light in the hall since Dexter was afraid of the dark. With effort Ben focused on the figure standing beside the bed. White coat. Black tie. Black hair. Stupid and heavy with sleep, he squinted up at Professor Utonium.

Hard gray eyes locked with Ben's and in an insistent whisper Dexter's guardian ordered, "Get dressed. We need to talk."

Confused, Ben blinked at him a moment before he looked away. The first thing he saw was a shock of red hair on the pillow. Dexter. He was in bed with Dexter and . . . Dexter's father was standing not six feet away and looking less than pleased.

"Oh, god," he quietly groaned as he realized they had been found out.


	9. The Talk (Part I)

**Chapter 9: The Talk (Part I)**

"Shh. Don't wake him."

Panic squeezed tight in his chest as Ben Tennyson eased himself out of the large bed, and he thanked heaven he was at least partially dressed in the shorts and t-shirt he'd left here the last time he'd visited. He covered Dexter warmly and scooped up his discarded clothes, unable to meet the Professor's eye as he headed for the bathroom. He leaned against the door as he closed it, trying to calm his breathing. He looked at the frightened young man in the mirror opposite him.

What to do? What to say? Was there anything he _could_ say? He was sleeping with the Professor's son. Literally, sleeping. Nothing else. The one time they had shared a bed when absolutely _nothing_ had happened between them and they had to be found out.

His hands were cold and clumsy as he dressed. Dexter had said the Professor wouldn't mind that they were together, but he certainly hadn't looked in any way pleased. Should they have told him? It had been several months since that first night when Dexter had invited Ben to kiss him, but their actual time together had been so limited that they were still completely new to this being-crazy-over-your-best-friend thing.

He washed his face, trying to ease the nausea he felt. He had faced Vilgax and the HighBreed and now Fusions – why was Utonium so much scarier?

_Because you care,_ Dexter's voice echoed in his head. _About him and me and what he thinks_.

It was true. He cared deeply. Like Dexter, he did not want to disappoint this man.

But it seemed it was too late for that.

As he wiped his face dry and hastily brushed his hair, Ben thought longingly of the front lines and battling Fusion Monsters. It would be a relief to be fighting for his life right now. Even though it was warm in the suite he pulled on his green jacket. He needed the insulation against that icy glare.

Finally he could delay no longer and he exited the bathroom. There was no sign of Utonium and Ben paused to look at Dexter. The redhead was still deep in sleep, so exhausted that he hadn't really moved the night through. Ben touched his pale cheek and let that same sense of awe he'd felt that first morning fill him again. Dexter wanted him, just as he wanted Dexter. No matter what the Professor thought or said or did, Dexter wanted him. There was nothing wrong with this relationship, this friendship turned to passion. They shared so much love on so many levels – how could a moment of it be wrong in any way? He would not lose this feeling or the boy that inspired it. He refused.

His resolve fixed, Ben straightened and set out to find the Professor. Uncertainty crept into his mindset when he found the man in the kitchen, but the scientist wasn't doing anything more threatening than pouring some coffee. Spotting Ben, he poured another cup.

"Milk?"

"Uh, yeah. Please."

Coffee set, Utonium went and sat at the small table in the suite's kitchen, silently staring into the depths of the steaming drink cradled in both hands. Feeling self-conscious, Ben sat down opposite him, not quite sure if he should speak first or just wait until spoken to. He decided to wait, mostly because he had no idea at all of what to say.

"Computress advised me you arrived last night," Utonium finally stated, cutting through the tension even as he added to it. He fixed Ben with a long, hard stare. "Mandy wants to speak to you. Since the comm units are off down here, I told her I'd deliver the message. You can imagine my surprise when I saw that the guest room was empty."

The front lines were looking more and more inviting each passing moment.

"When were you going to tell me? _Were_ you going to tell me?"

"Yes!" He spoke louder than he meant to. In softer tones he continued, "Yes, we were going to tell you. Of course. It's just that . . . we hardly ever see each other. We haven't had the chance."

"I see Dexter every day."

"Yeah, but this kind of thing should come from us both. Together. Something we hardly ever are," Ben added under his breath.

"How long has this been going on, Ben?"

"Since . . ." He felt himself blushing furiously. "Since a few weeks after Brainstorm . . ."

"Ah." Utonium spared him. They had both lived through the Cerebrocrustacian's terrible – and in retrospect, terribly embarrassing – passion/lust/god-knew-what for their resident Boy Genius. "Would this be a direct result of that little episode?"

"At first I thought it might be, but . . ." He shook his head, feeling his face grow red as he blushed harder. "No. The feeling started a long time ago. That whole thing with Brainstorm just brought stuff into focus."

"And Dexter?"

He smiled faintly as he thought of Dexter looking at him with tired, amused eyes and saying, _"I invite you to satisfy your curiosity, Ben."_

"He took a chance on me first."

"That sounds like my boy."

"I think he made his mind up about what he wants a long time ago."

"That comes as no surprise." He took a long drink of coffee. "Does anyone know?"

"No. I haven't said anything. The only ones Dexter wanted to tell were you and the girls. He said it was too dangerous for us both for anyone else to find out."

"I wouldn't even tell the girls yet, frankly. Did he explain his reasoning?"

"He said people would use us against one another."

Utonium nodded. "That's very possible, Ben, and it could happen in the board room as well as the battlefield. You can't ever let anyone find this out. And don't misunderstand me. I have no issue with Dexter being in love with you or you with him. It's a matter of physical safety and possible legal repercussions for you."

"Me?" squeaked Ben, confounded. "Why me?"

"You'll be eighteen in December. Dexter won't turn fifteen until next July. He's a minor. You're almost an adult. I don't think you want to be brought up on statutory rape charges."

Ben gaped at him in astonishment at the very suggestion. "But . . . we haven't . . ."

"I'm not saying you _have_ , Ben, but I can hardly expect either of you to stay chaste for the next four years. You're human. You're going to deepen what intimacy you have now. It's a natural expression of love. Unfortunately it's a natural expression that could land you, him, and this company in a world of trouble. Personally, I'd prefer to avoid that. Therefore, no one can know."

Caged in those terms, Ben could not agree enough. He tried to drown his anxiety in coffee, almost choking on the stuff. He looked up at the man opposite him.

"I'm sorry we didn't tell you. It's just still so new to us, too."

Slowly Utonium nodded. "I'll admit I'm upset, but I'll get over it quickly. It actually makes quite a bit of sense for you two to strike up a relationship of this sort."

Ben let his shock show through. "It does?"

With a hint of a smirk the Professor said, "You're safe, Ben. He knows and loves you, and he trusts you completely. Do you have any idea of how impressive it is to me that he'll actually sleep with you here in these rooms?"

"Is that a big deal?" wondered Ben, thinking that somehow he should know better.

"The list of people he trusts so well is very, very short. He's so private and he's so afraid of people exploiting him or us. It's a _very_ big deal and a show of absolute faith."

He sat back, a little stunned. Part of him wished he had known and another part was rather glad that this came as news. "What do you mean by I'm safe?"

"He trusts you. He knows you won't ever deliberately hurt him." Hardness returned to those gray eyes. "Would you?"

"What? No! He's my best friend! Professor, I'd never hurt him!"

Utonium fixed him with a steely gaze. "Dexter may not be related to me, but he's my son in every way that matters."

Ben met that look unflinchingly. "No matter what else we might be, he's still my best friend. I trust him as much as he trusts me. I won't hurt him, Professor."

"I'll hold you to that, Ben Tennyson." He checked his watch. "You'd better go. You don't want to keep Mandy waiting."

He was being dismissed. It wasn't quite the relief he would have expected, given the circumstances. Ben stood. "What about . . . ?"

Utonium took a last mouthful of coffee. "I'll wait here for him to wake up. I'm sure he'll be in touch with you soon."

"Right. Um . . ."

"I'll see you later, Ben."

"Yes, sir." He put his mug in the sink and headed for the door of the suite, wishing he could have warned Dexter but knowing that it wouldn't make any difference in the end. Ben felt as tired as if he'd fought in a day-long battle, but he had survived once again. He didn't exactly feel drawn and quartered, just gnawed a bit, and he prayed that Dexter fared so well.


	10. The Talk (Part II)

**Chapter 10: The Talk (Part II)**

He awoke because he was alone. Dexter roused when the dreamy memory of a warm body behind him and a strong arm around him proved not to be true. He blinked at the twilit bedroom, wondering if perhaps the light from the hall had woken Ben. Then again, he'd been a lot more tired than the brunet and it was no surprise that he should outsleep him.

He could sleep more but he didn't want to, not while Ben was here. His determination was hampered by lingering fatigue, and his movements were clumsy and slow as he tossed the blankets back and wandered toward the kitchen. He could smell coffee, so he knew Ben was around, but it would take a while for him to be awake enough to appreciate that, however. Yawning, muttering, stretching his stiff limbs, Dexter was about as close to a zombie as one could get before caffeine.

So muddled was his brain that he wasn't even surprised to see his father sitting at the table reading a research proposal and drinking coffee. It was a scene he'd witnessed a thousand times before, just not down here in his private suite. Dexter was so used to waking up to his father already up and about that nothing struck him as out of the ordinary as he shuffled into the kitchen.

"Coffee," stated Utonium, spotting him. Dexter made a noise that the scientist translated into an affirmative reply, because as Dexter dropped into a chair, the Professor set a cup of steaming liquid right before him and the redhead began his morning ritual of waking up. For a long while they sat there quietly - father and son, guardian and ward, teacher and student, friends – while Utonium read and Dexter slowly returned to the land of the living.

Gradually the realization that he was in his own rooms, the secure luxury quarters built deep below the earth and located just outside his laboratory. The Professor rarely came here because Dexter rarely came here himself, and then only to sleep when work in the lab kept him up around the clock. It occurred to Dexter that Ben wasn't here but his father was. The two things had to be related.

"Dad?" he croaked, not exactly sure of what he wanted out of the man.

Utonium looked at him patiently, knowing better than to expect anything intelligent out of his polymath child at this point. "Yes," he affirmed.

Dexter nodded, still confused and still not sure what it was he wanted to say. It was a known fact that when he reached the point of exhaustion, Dexter was often as stupid as he was usually brilliant. At such times – like right now - he needed Utonium's protection more than ever.

"Missing something?" asked the Professor when Dexter's confusion did not lift.

"Nyeah," muttered Dexter, looking around. "Wassn Ben here?"

"Yes, he was."

That took a while to register. Dexter drank more coffee. Utonium prepared him another round with milk and sugar and set it before him so he could drink uninterrupted. A few minutes passed as Dexter worked on the second cup. The transition from sleepy to awake was visible on the teen's features, because his expression turned from drowsy to shock. He stiffened, his heart hammering in his chest as he abruptly realized the enormity of the situation and what the Professor's presence – and Ben's absence – must mean. He wished he had his glasses – he could barely see Utonium and he had no notion of judging his father's mood outside of verbal hints.

"Um . . . Dad?"

"Good morning," was the bland reply.

"Good morning," he echoed in a very small voice. "Um . . . Ben . . . ?"

"He's gone to talk to Mandy. She asked me to find him when she couldn't raise him this morning."

"Um . . ." Fear seized him at the Professor's tone. Dexter knew he was highly displeased, perhaps even angry. Abruptly he felt sick and it was hard to draw a breath. His voice rose in a tight little squeak as he faintly asked, "You found him?"

"Yes."

A little sound escaped his throat. He knew exactly _where_ Ben had been found and the source of the Professor's displeasure. He felt a rush of heat as he blushed and he pressed his lips tight, trying to quell any other (possibly guilty-sounding) noises he might make. For a long while they just sat there with Dexter growing increasingly nervous over the Professor's silence and worried over what had transpired between his guardian and his boyfriend. He thought he resisted the urge to squirm, but he found himself gripping the coffee mug until even he could see that his knuckles were white. Diving under the table seemed a good but futile course of action, and the fact that he considered it at all was a good indicator of his state of mind.

"Ah," he finally said. It was a pathetic response, especially after about five minutes of trying to think of an answer, but it was the best he could come up with given the circumstances.

Silence. The Professor waited.

He couldn't help it. He was squirming in his seat. He let got the coffee mug to twist his hands together in nervous fidgeting. Dexter swallowed, trying to collect his wits. This was so unexpected, he was still so tired, that his thoughts kept scattering. He tried to smile and sound anything but lame as he finally said, "Um . . . we were . . . going to tell you?"

"When?" Utonium asked with frightening calm.

"Soon?" tried Dexter.

"I'm here now."

"Uh, right." Dexter could hear the uncertainty in his voice. Patrick Lawrence Utonium was probably the only person on the planet that could reduce Dexter, Boy Genius, to this state of anxious babbling, and only then because Dexter loved him so completely and never wanted to be a source of disappoint for this man. Unable to stop himself, he rambled desperately, barely breathing the whole time.

"Um, well, Ben and I are sorta dating only I guess we can't call it that because we can't really go on a date per se, what with him helping to lead the fight and me not allowed to leave the building ever, so maybe seeing one another is a better way of putting it even though we hardly ever do get to _see_ one another. I suppose you would say he's my boyfriend and I would be his boyfriend, too, because, well, we're both boys, but really I'm the one who started it all when I sort of asked him to kiss me because he was wondering what it was like after that incident with Brainstorm was done with but I was wondering too, but I've been wondering since last year and I was rather kinda sorta hoping that the Cerebrocrustacian romance thing would carry over into Ben and while that's not precisely quite the case, the interest in kissing and maybe, hopefully possibly other, more advanced things when we're both ready for that step is most _definitely_ there, so we did. Me and Ben. Each other. Kiss, I mean."

Utonium stared at him. Unable to tell if his expression was one of confusion or censure, Dexter felt compelled to keep going.

"We really haven't done anything more, Dad. I swear. We haven't had the chance to think about trying, really. Besides, I'm fourteen. I know I'm not ready for more. Not yet. And Ben's got so much on his plate. It's all so new to us. New and exciting and not anything we want to spoil by rushing. We haven't even defined what we are to one another."

A black eyebrow lifted in unspoken skepticism.

Dexter gestured his agreement. "All right. All right. _Ben_ hasn't defined what we are. I can come up with several dozen labels without straining."

"What are you, then?"

With the same courage he had shown on that very first night, sitting on the floor next to his best friend and risking everything that mattered most in the hope of deepening their relationship, Dexter looked at the blur of black and white that was his father. Hoping he would understand – as Ben had understood – Dexter quietly stated,

"I'm madly in love."

**OoOoOoOoOoOoO**

As he listened to the anxious ramblings of a frightened boy, Patrick Utonium was wise enough to know that any reply he gave now would have to be in support of these young men he loved so dearly. That they were intimate – and how intimate they were - was of great concern on a number of levels, but he knew perfectly well that he could not keep them apart even if he wanted to. Not that he wanted to. In a world torn by war, a little more love was always welcome. Standing between them would do more harm than good, seeing as how the boys needed one another.

Ben was very good for Dexter and had been from the start. Their friendship was deep and true and now that it was staring Utonium in the face, it made perfect sense that Dexter would grow to love the older boy. The owner of DexCorp had been a recluse even before the Fusion invasion, and he had few friends or contact with the outside world. Ben was a lifeline, the only close male friend Dexter had that was near to his age. Utonium had no doubt of Dexter's affection for the brunet, and he knew that Ben's feelings for Dexter, while perhaps not so overanalyzed or clearly defined (a refreshing change for his ward, he was sure), ran equally deep and profound.

But there was danger here, and not just the possibility of discovery. Dexter tended to think in absolutes, and on the rare occasions when he gave his love, it was total. Nothing was held back, and that trait laid him wide open to being severely hurt. Once upon a time, the Professor had come perilously close to crushing the boy's spirit. Knowing Dexter as he did, he knew his son would not easily recover were something to happen between him and Ben or if the war with Planet Fusion claimed one of them. Dexter had an adult intellect and therefore Utonium was willing to give him more leeway than the Powerpuff Girls when it came to relationships, but his emotions – despite the fact that he had them under ironclad control - were those of any fourteen-year-old boy. Utonium didn't even want to think of what the boy's hormones were up to at this stage.

That the Boy Genius loved Ben was unquestionable, but at the same time the Professor knew that Dexter needed his approval. He genuinely didn't care that Dexter was head over heels for another boy – Utonium was happy that he had found someone, _anyone_ that could put up with that fiery temper and overbearing personality. Really, it had to be Ben or no one, and so he was very glad that it was Ben.

He took another mouthful of his now-cool coffee, setting the mug down. Dexter was trying very hard to see him, but the Professor knew that even at this short distance across the table the redhead didn't stand a chance. Dexter was just a few points away from being blind without his glasses, and he tended to betray more emotion when he struggled to see unaided. Right now, he was both anxious and determined to win his father to his cause. There was much to be said between them, much for his son to understand about the danger to himself and his company and to Ben if they were ever found out. Utonium had no doubt that Dexter would agree to any terms or limits that he set. He would not be unreasonable. He would always be open to negotiations. Ben and Dexter would have their freedom and their time together and he would not stand in their way. How could he? They needed each other and the world needed them. All he would ask for was caution and precaution and that they keep in mind they were both young – very young in Dexter's case. Mistakes and misunderstandings were inevitable, but they need not lead to disaster.

Right now, though, Dexter was waiting (with unusual patience) for a response to that rare and remarkable declaration he had made. Utonium folded his hands on the table before him, returning the steady gaze as he quietly said, "All right, then."

Dexter blinked. "You're not mad?"

"Why would I be?"

"Um . . . we didn't tell you."

"And now you have. There's still a great deal we're going to discuss, young man, with and without Ben, but don't ever think I'll be angry with you because you've fallen in love."

"Even with another guy?"

"The person is more important than their gender."

Dexter waited anxiously, blue eyes wide and almost pleading.

Utonium smiled. "Good choice, Dexter."


	11. The Talk (Part III)

**Chapter 11: The Talk (Part III)**

"Benjamin, _what_ are you doing?"

"Just making sure your butt wasn't chewed off or handed to you once your dad got done with you." He lifted the tail of Dexter's lab coat. "Nope. Still there." He leaned close to Dexter's ear and whispered, "Still cute."

Dexter snorted faintly, amused. "I assure you that my posterior is intact. I wouldn't be seated otherwise."

"Just checking it out."

Dexter flicked a pencil off the far end of the table. "Go pick that up so I can return the favor."

Ben chuckled and let go the edge of the coat, falling into the chair beside him and all but laying on the table. He leaned on his hand, looking between Dexter and the paperwork he was reading. Back and forth, back and forth, like a dog eager to go play fetch until Dexter couldn't take it anymore and started to laugh. Removed from the front lines and battle and burdens of command, Ben Tennyson was usually quick to convert to his silly, laid-back, teenage self, a trait Dexter valued highly. He had seen Ben in action many times, and it always amazed and impressed the redhead that Ben was as much the relentless warrior, clever tactician, and leader of armies as he was the gentle, caring, laughing friend (and now, by some miracle, his boyfriend) that had teased and charmed his way into the scientist's life. Dexter valued every aspect, knowing the whole was so much greater than the parts and quietly overwhelmed to think that Ben looked at him, Dexter, with his strange clothes and flaming red hair and thick glasses, with the same longing Dexter felt for him.

"Was he very harsh?" he asked, smiling at the brunet.

With a shrug Ben said, "For your dad, yeah, I guess he was. He only threatened me a little bit, but I think I'd rather tangle with Mandy at her worst than your dad at his best. You have no idea how scary he is."

"Please. He said maybe a dozen words to me and I sang like a canary. Speaking of Mandy, what did she want you for?"

"Don't you ever talk to her?"

"Not if I can avoid it."

It was Tennyson's turn to laugh. "Not what you want me for, that's for sure. She got wind that I was here. She's got a few assignments for me, mostly trying to connect with Providence so hopefully DexLabs will play nice. I'll be in and out of HQ a lot, so with a little luck we'll get to see one another pretty often."

Dexter ignored the dig at his company, far more interested in the prospect of Ben being close for a while. Providence and DexLabs had very different philosophies when it came to dealing with things like monsters and EVOs, though both organizations knew they needed to be united against Planet Fusion. Lately there had been a lot of careful exchanges between the two economic titans, and it seemed that Ben was going to be DexLabs' liaison. Dexter liked the idea, and aloud he said, "We make our own luck, Mr. Tennyson."

"Then I'll be seeing a lot of you, Dex. Wow. We might even get to do something normal like go for smoothies!"

"Your notion of smoothies is not normal, and coming from me that's saying a lot. I believe my father would be amicable to the suggestion, though."

Ben hesitantly dipped a toe into that pool. "So the Professor is cool with us? He's not going to make us meet in secret and write in code and send symbolic presents and stuff?"

"No, but we can still do all that for the fun of it. He has his concerns, of course, but since he knows he really can't stop us, he's content to guide us as best he's able. He's one of the kindest, wisest people alive and I'm helpless against him." Pushing his glasses back into place, Dexter stated, "You're coming to dinner."

Ben made a little noise, resting his chin on his hands. "Do I have to? I don't know if I can face him again just yet. Can't we just send for dinner down in the lab?"

"Embarrassment is not terminal, much as we might wish it could be. It wasn't a request. The Professor wants to talk to us both."

"Any idea what about?"

"Us."

"Maybe Fuse will launch a surprise attack."

"We couldn't get so lucky."

"Okay. So long as I'm not on the menu."

"Oh, please. You got off easy. I had to sit through _another_ birds-and-the-bees talk this morning."

A sound of amusement escaped the older teen. "You survived."

"Barely. You're forgetting he's an MD – his _talks_ involve diagrams and vocabulary words and a quiz."

"Ooooh," was the sympathetic reply. He sank low in his seat.

"The fact that I'd already drunk four cups of coffee did not enhance my comfort in any way. The only saving grace was I forgot to put my glasses on this morning. For once rotten vision was a blessing."

_**()()()()()()()()()()()()** _

Ben Tennyson couldn't take it anymore. Between Dexter's disgusted, petulant tone (especially when delivered in that accent), the tale he was telling, and the images his words generated, Ben cracked up. Dexter was fidgety at the best of times, but to be stuck enduring the same embarrassing speech Ben had heard from his own dad years ago (complete with diagrams), all while needing to use the bathroom but not daring to interrupt lest Utonium think of more to say, was more than Ben could contain. He ended up putting his head down on his arms and laughing himself breathless. Dexter managed to maintain his piqued air long enough to poke Ben in the ribs, which just set him off again, but even then the ridiculous extent of his father's instruction made him laugh right along with his boyfriend.

Finally Ben sat up and tipped back in the chair. "So what else did you two talk about?"

"His chief concern is our ages. On a legal, not an intellectual basis. Intellectually he recognizes that our skill, intelligence, and experience in leading a war effort removes us from social norms."

"Yeah, I got that legal bit, too. I hadn't thought of that."

"I had. However, since no one _can_ know we're together and if we're careful, no one _will_ know, it's a moot point." He paged through the paperwork he was reviewing. "He's wise enough to see he really wouldn't be able to keep us apart regardless, though . . . I'll admit it feels odd to know that he knows."

Ben considered. "Yeah. I feel less sneaky. I guess it'll be good to have someone you can talk to."

"You can talk to him, too, Ben. I did tell him that we were taking things slowly."

"We don't get much choice in the matter."

"Noooo," was the careful agreement from the redhead. He gave Ben a sideways glance. "But I trust you don't want to take things so slowly that nothing ever happens."

Ben grinned, liking the sound of that. "Heck no."

"Good, because . . ."

He broke off. Ben perked up, looking at him closely.

"Are you blushing, Dex?"

"Yes. Don't pick on me."

"Are you thinking impure thoughts?"

"Define impure."

"What, that wasn't on your vocabulary list?"

Dexter smiled and blushed a little harder. Growing serious, he looked at the young man sitting next to him, this person he loved so completely. Ben caught the gleam behind those tinted lenses and looked at him curiously, waiting for him to speak.

"Do you think this can work, Ben?"

He considered a few moments. "If we want it to, yeah, we can definitely make it work."

"I know I do. More than anything else."

He didn't resist the desire to lay his hand atop Dexter's and he spoke with complete sincerity. "Me too."

"I'm sorry you'll always be forced to come to me."

"Pfft. I'm not." Ben dismissed the apology with a wave of his free hand. "Are you kidding? Coming here is a vacation from the front lines. Good food, good coffee, not to mention that shower of yours." He grinned. "It won't always be easy, Dex. We both have to know that. We're probably going to drive one another nuts. But it'll be fun."

"I think you're right."

He leaned closer, narrowing his eyes suggestively. "Now about those impure thoughts . . ."

Dexter blushed anew and let out his breath in a tight, short sigh. "I have a whole punch list."

"Oh, yeah?" Ben edged his chair a bit closer. "Name one thing."

"After dinner."

"Alright, well . . . name which part of me is involved."

"No."

"Dex-terrrr . . ."

There was a pause, and then, "Fine. Your left ear."

Ben reached up and inspected said bit of anatomy with his hand. "Yeah, I guess it is pretty attractive as far as ears go. Just the left one? What about the right?"

Dexter gave him a knowing look. "I have other plans for the right ear."

"Want to share any of them?"

"Not at the moment. You'll just have to wait and find out."

Ben covered both ears, wondering what it was about them that was a turn-on and if there was a way he might push Dexter into executing his plans for them now as opposed to later. He didn't criticize, seeing as how 1. he was intensely curious to know what Dexter had in mind (he thought back on that first night together and he found himself hoping Dexter's tongue was involved, the mere thought of which was enough to give him a delicious jolt of anticipation) and 2. Dexter's neck, hidden by that turtleneck sweater, was enough to make him lose his mind just by thinking about it. Actually it looked as if Ben had a thing for layers, because he'd fantasized about removing Dexter's gloves and those so-unsexy-that-they-were-sexy boots were just begging to be yanked off. He wasn't even going to touch on the lab coat.

Why was it so much easier thinking and even saying such things with Dexter versus girls? Ben's experience with dating the opposite sex was limited (though enjoyable), and while he certainly still liked girls for what they were, he knew he would have been beet red holding such a conversation (if he actually could have held it, which he doubted). But here he was, discussing his ears and fantasizing about Dexter's wardrobe without staining a cheek. It was so easy and natural and it just felt _right._ But then, this was Dexter, and he was as fascinating and intriguing as he was endearing to Ben.

"You have an ear fetish?" he asked hopefully, putting his hand back atop Dexter's.

He didn't look up, but he did smile. "I have a _you_ fetish, Mr. Tennyson."

"So when did all this start for you?"

"What, realizing I was hopelessly attracted to my best friend?"

"Yeah, that."

"This past Christmas. You were sitting by the tree with Bubbles, and you were laughing at something she was telling you. There was nothing remarkable or different about the scene, but you absolutley took my breath away. I couldn't look away. You were so happy . . . and I never wanted the feeling to end. That's when I realized that you were like air - I couldn't live without you."

"I had no idea."

"I didn't want you to." Dexter smiled faintly, glad that Ben's hand still rested on his. "Your friendship is vital to me, Ben. I would never do anything to risk losing it."

"Eh, don't worry. You're stuck with me, kiddo."

He clasped Ben's fingers possessively, purple latex to tanned skin, before releasing him. "Good."

"I started figuring it out after Brainstorm. I just kept coming back to wondering how it would be to kiss you. I'd wake up imagining it. Speaking of which . . . " Softly Ben asked, "Is this a bad spot to kiss you in?"

Dexter looked down, trying to hide a smile. "This is not a good _location_. There are security cameras. However, there is no actual bad _spot_ to kiss me."

"Oh. Okay. You take rain checks?"

"Indeed I do, Mr. Tennyson. But only from you."

"I owe you, then."

"I look forward to collecting."

"After dinner." Now that he knew they were on camera, he shifted to safer topics and looked at the paperwork Dexter was ignoring. "So what are you working on?"

"A pet project. It's a one-man vehicle, something like a cross between a mech suit and a motorcycle, only more maneuverable at high speeds." His obvious pleasure at the interest showed warmed Ben and it seemed he had hit on just the right thing to make the younger teen's good mood better still. Dexter shuffled papers as he looked for a sketch of a long, low, sleek vehicle, and he showed it to Ben with smug triumph in his eyes.

He recognized Dexter's flowing design style immediately. "What's it for?" asked Ben, taking the sketch.

"Going fast."

Ben grinned, liking it already. "What's it called?"

"The Speed Demon."


	12. Eat Dessert First

**Chapter 12: Eat Dessert First**

"Dexter? What's wrong?"

The redheaded teen stiffened, caught. Utonium had deliberately kept his tone mild and inquisitive; he could tell at a glance that his ward was hopping mad and trying hard to contain it. Dexter stood in the executive meeting room overlooking the main entrance of DexLabs, the mirrored windows allowing him to see without being seen. Utonium left his paperwork behind and joined Dexter, scanning the busy, plant- and light-filled atrium below. Soldiers bustled about – ECF fighters, KND agents, a handful of visiting Providence officials, talking animals, and the odd demons and monsters. They were children for the most part, creatures Dexter regarded as another race entirely. It took the Professor a moment to spot what had Dexter's blood boiling, but once he did, it was obvious and he was hard-pressed to keep from smiling.

Ben. He was sitting on the ledge of the fountain almost directly below the window and he was in animated conversation with a young Latino man that Utonium recognized as Rex Salazar, one of Providence's foremost operatives. The teens were close in age, and clearly they were getting along famously – too famously for Dexter's taste. Rex was handsome, with olive skin and dark hair and a quick, cocky smile. He was laughing at something Ben said, and by the gestures being exchanged, the Professor figured they were swapping war stories. Ben was one of the officers helping to train the picked Providence soldiers to handle Null-Void weapons (since Dexter was reluctantly unclenching his fist a bit to allow that establishment access to his technology), and it looked as if Rex was trying to get a little too chummy with his instructor.

Patrick Utonium stole a glance at the seething young scientist beside him. Behind tinted glasses Dexter's eyes had narrowed sharply and he would not have been the least surprised if the boy growled or stamped his feet at this point. Utonium looked at the scene below and was treated to an example of exactly why the boy he called his son was so furious.

Rex was flirting.

With Ben.

Ben being Ben, he was oblivious to the signals being thrown up in front of him. Utonium was confident that Ben was the sort that needed to be beaten over the head with a clue before he'd take note of it, but that wasn't deterring Rex in the least. The looks, the suggestive smiles, the body language Rex was utilizing suddenly took on new meaning, and it seemed that Ben's friendly attention was being (probably deliberately) misinterpreted.

" _That_ 's what's wrong, Dad," exclaimed Dexter, indignant beyond measure. "Rex Salazar! Look at him! He's hitting on Ben! On _my_ boyfriend!"

"There's no way he can know Ben's out of circulation."

"No, and Mr. Tennyson doesn't seem to be inclined to turn off the thoroughly gross and embarrassing show that philanderer is putting on in public!"

"Dexter, do you actually think Ben is conscious of the attention?"

"Of course he's not! This is Ben! He's thick! I accept that about him! It's one of the things I adore most. But I'm mad and unreasonable right now!"

"Okay, so long as you recognize jealously when you feel it."

"I'm not – wait, yes, I am." He looked up at Utonium in wide-eyed shock. "Dad, I'm jealous."

"A little, I think," he agreed, trying to keep lasers and explosives and killer robots out of the equation. Unless he managed to find a way to soothe Dexter's fury, relations between DexLabs and Providence were doomed.

"But, Dad! I'm jealous of a loose twit like Rex!"

"You can't necessarily pick and choose in these situations. Besides, you're not jealous of Rex per se. You're just jealous of someone else flirting with Ben. You'll notice he's not exactly receptive of the attention."

"I told him I'd let him set the parameters of our relationship. I know he has friends outside of me. He needs them."

"You do, too, Dexter."

"But I don't _want_ more than what I've got now."

"I know." Utonium smiled, understanding Dexter's reluctance to admit more people to his small circle. Since he and Ben had been found out by Utonium, Dexter had turned into a chatterbox. It was the price he paid for forcing the boys to tell him the truth, because there was no one else Dexter could talk to and lord knew his boy could talk. The Professor had listened in quiet amusement as the high-strung redhead enthused and gushed and conjectured about all things Ben Tennyson, and he knew exactly how appealing Dexter thought Ben was (those green eyes scoring highest of all his features, followed closely by his smile, though taken as a whole he won a gorgeous rating) and resourceful and skilled and daring and so on through the thesaurus. Dexter was far too private a person to reveal more intimate details (for which this father of four teens was grateful), and Utonium could tell when he came dangerously close to divulging anything personal because he'd blush as red as his hair. It was fun and rather adorable to see all that brilliance and intensity thrown for a loop by this new array of emotions. A Boy Genius smitten was a Boy Genius happily confused (but cute – very, very cute).

Dexter worried on. "What if . . . what if Ben wants . . . more? More than I can give him, given the situation? I rarely get to see him. I did the math. In the course of the last six months I've spent a grand total of nineteen days with him. And that includes before we were going out. That's pathetic! I bet most couples would spend a total of nineteen days apart!"

"If Ben wanted more, he would say so."

"But what if he doesn't know he wants more?"

"Then . . . he wouldn't want more," countered the Professor, blowing Dexter's illogic out of the water.

Somewhat mollified and glad to be wrong for one of the few occasions in his life, Dexter nodded. A moment later he glanced down at Ben again. His jaw dropped and his eyes grew large as saucers and he erupted in fury to see Rex's hand on Ben's knee. A shout of pure rage escaped him and if looks could kill, Rex would have been vaporized on the spot.

"Salazar, you whore, unhand my boyfriend! How dare you! Benjamin! What are you waiting for? Turn into Humongousaur and stomp on him!"

"They can't hear you," reminded Utonium, torn between shock and laughter to hear the word _whore_ pass Dexter's lips. Laughter won, but silently. Ben at least had the sense and decency to look stunned at the unexpected contact.

"Oh, Ben's going to hear it!"

"Dexter." The Professor forcibly turned him away from the window and made the redhead look him in the eye. "Dexter. Listen to me. Calm down. Getting mad won't do anything."

"Yes it will!"

"No conventional weapons outside of the firing range, young man."

"Nnnf." He folded his arms and seethed, not meeting his father's eye.

He put his hand on the boy's shoulder, trying to diffuse some of his anger. "Dexter, just because you said Ben could call the shots in your relationship doesn't mean you can't remind him of what he's got with you."

"What?"

"There's no need to get violent, but you don't have to take this lying down." Utonium looked down at the two teenagers in the atrium, glad to see that Ben had shifted away from Rex. "Just send Ben a little nudge. That all it'll take. Besides, I think he could use some rescuing right about now."

"Can I send Rex a thorium smoothie while I'm at it?"

"No."

"Dad!"

Utonium raised a warning finger at the characteristic whine, overlooking the issue of pre-meditated murder. "What if Ben drinks it?"

Dexter sighed. "Fine. I'll nudge him." He glared at the wiry Latino teenager with narrowed eyes and muttered, "Right into the fountain."

"That's my boy," beamed Utonium.

_**()()()()()()()()()()()** _

He was trying his best to ignore the fact that every time he inched away a little, Rex followed. Pretty soon he was going to run out of fountain and he'd be backed against the wall with nowhere else to go but through it à la Big Chill. It had been Rex's touch on his knee and the slow, steamy smile that had finally (after all this time) activated Ben's internal alarms that he and Rex were not exactly on the same page when it came to hanging out between classes in Null-Void safety. He was so attuned to Dexter's straightforward honesty and open lines of communication that he was completely out of practice with an approach so subtle, placing him at a distinct and rather uncomfortable disadvantage. So he tried backing away and changing the topic, but apparently he wasn't able to convey his lack of interest as well as Rex was conveying his very real interest in Ben.

"So . . . busy right now?" Rex coyly asked even though he knew perfectly well that Ben had some down time before the next phase of the training started at 1400. "Want to show me around this place a bit?"

"I don't think that's such a good idea."

He leaned with casual grace against his raised knee. "Then how about you show me your room?"

Ben had a brief vision of escorting Rex to the trash compactor when he noticed two Bean Scouts moving through the crowded atrium toward them. He recognized the monkey as Lazlo, but he hadn't met the elephant beside him. Both young animals gaped at him and Rex with awe, as if they were in the presence of gods. Ben was relieved at the timely interruption while Rex was amused by their hero-worshipping.

"Are – are you Ben Tennyson?" asked the monkey.

"That would be me."

" _The_ Ben Tennyson? Wielder of the Omnitrix?" breathed the elephant, his Indian accent giving his voice a musical lilt.

"Savior of the Universe?" added Lazlo.

"Uh, yeah," Ben replied, hoping they stuck around fanboying long enough to derail Rex's plans. He liked the guy but not in the touchy-feely way Rex was hinting and hoping. Ben really did want to keep him as a friend - he needed all the allies he could get, but he certainly didn't want to be rude, didn't want to be on such close terms, and didn't want to piss off a certain redheaded genius.

"Wow," chorused the amazed scouts, staring at him with slack-jawed wonder. A few moments of reverent silence later, the elephant elbowed his companion.

"Our mission, Lazlo. Remember our mission."

"Right, Raj," said Lazlo, snapping back to his assignment. He held up a folded piece of paper. "Miss Muriel asked us to deliver this to you."

He recognized the stationary (if it could be called that) instantly. Dexter was the only person he knew that used graph paper to write letters, and he grinned as he took the note.

"Thanks, guys."

They nodded in unison, slowly backing away from their hero. Bumping into each other, they both stumbled and laughed before being swallowed by the crush of troops moving through the place. Ben shook his head. Rex was grinning at the whole episode and watched with interest as Ben unfolded the note. He jumped slightly as his phone rang and after checking the number, he slid a little bit away to take the call, smiling as he answered.

"Noah! Hey – what? _WHAT?_ "

The handwriting was inhumanly perfect and the content was a triumph of brevity.

_Would you like Dessert with your lunch, Mr. Tennyson?_

The capital 'D' threw him off for an instant, but he knew it was no mistake. He felt his heart race as he remembered the day after that first kiss and the silly conversation about zombies where Dexter had claimed to be an appetizer. Ben had told him with absolute conviction, _"No, you're dessert."_

He totally got Dexter's meaning. Then again, life was short. Maybe he'd ask for Dessert first . . .

"No, Noah!" Rex was yelling into his phone. "I don't know how anyone got your num – Uh. Your email, too? Bobo is copied in? Caesar too? It's not – picture? What picture? Pictures. With an 's.' No, I don't really want to – ohhhh. Nuts."

It was Ben's turn to be amused as Rex stared at the screen on his phone, grimacing. His olive complexion turned a sickly gray and he gaped in horror at the image that had just been sent to him. Ben caught a flash of colors on the small screen – the same green and red as his and Rex's jackets. He knew it had to be a shot of Rex making a move on him and he had a sudden idea of exactly what this guy Noah was seeing, what had happened, and who was behind it. Rex stumbled on, desperate to backpedal and dig himself out of an early grave with his steady boyfriend.

"Holy- It's – it's not what it looks like! Yes, I know what it looks like! It's not that! He's a friend! No, I don't know who sent it!"

Ben had a very good idea of who did, and mentally he cheered his boyfriend, looking upwards with confidence that the fiery little redhead would see. He raised the note and winked, knowing the message would be received and smiling in anticipation of both lunch and Dessert. Beside him, the young EVO was talking desperately to his boyfriend, trying to smooth things over. Rex wasn't a bad sort in any way, but this was exactly the lesson he needed to learn, and bless him, but Dexter was a very good teacher.

"More? Video? Noah, wait! Wait, I can explain!"

Ben happily, carefully folded the piece of graph paper and slid it into the inside pocket of his jacket to save. He glanced at the clock over by the security office. It was just past ten. Dexter usually ate a little after noon, so Ben had a bit of time to enjoy seeing Baby Einstein deliver a harsh lesson in attempted cheating. It was rather nice having a boyfriend that was so territorial and so resourceful and who had a super computer the likes of Computress to do his dirty work and cover his trail so well not even Providence could track him down.

Rex's phone pinged. His horror doubled as he saw the number. "N-Noah? Hold on a sec. Doc Holiday is calling. Uh, Doc? Oh – not you, too. Yes, I – No, I- I don't know. Yes, it happened, but it's not what it – he's there? No I don't want to talk to – Six! Hi! Oh. You saw. Did all of Provi . . . dence . . . oh. Crap. Knight, too? Yes, I know relations with DexLabs are vital. Yes, you told me a hundred times to be caref- But he doesn't work at DexLa- Oh. Best friend? For years. Of course. You could have told me before I came here," he insisted, his voice rising in a squeak. Rex glanced anxiously at Ben, who happily ignored the other teen's suffering and watched the crowd serenely, lost in thought about black turtleneck sweaters. "Listen, Six, I'd love to chat but Noah's on hold and I've got to grovel some more so I can face him again and not get throttled. You can kill me when I get back. Bye! Noah? Noah?" He groaned, hanging up the cell phone and looking heavenwards for help. It wasn't soon coming. Ben could easily imagine the smug look on Dexter's face right now. It was wonderful. Rex held his head in despair. "I am so dead."

Ben Tennyson smiled, not about to argue and completely happy with life. "Yeah, well. Buy you some coffee?"

With a sloppy half-smile the EVO looked over at Ben. "Can I get it with strychnine?"

"Here? Anything's possible, Rex. Come on."


	13. Crazy With a Word

**Chapter 13: Crazy with a Word**

"Dex?"

He barely registered hearing his name being spoken, that nickname that Ben Tennyson alone was allowed to use, and he was too wrapped up in visualizing patterns and equations to respond. Dexter had achieved a rare state of intensity even for him, his focus so complete that the answers simply presented themselves, as clear and easy to see in his mind's eye as the blueprints for the Speed Demon spread out on the drafting table before him. Acceleration, friction, lift and drag – a thousand details to be considered and worked into the final design were suddenly childishly simple to achieve.

"Dex?"

This was not a new sensation for him. Creative tears like this were like a moment of enlightenment or an epiphany or a runner's high – a state of detached clarity and creativity. While not exactly rare for him, he had to seize upon the opportunity and chase it to the end of the thought process or his endurance. Normally when he reached this state, people just backed off and let him work until the feeling faded (usually at the end of whatever project or problem had sparked the rush of genius). Sometimes he could go on for days like this, forgetting food and sleep as he lost himself in the purity of scientific reasoning.

Not so Benjamin Tennyson.

"Dex-ter!"

Somewhere in the back of Dexter's consciousness, he remembered Computress informing him that Ben had returned to DexLabs and was assisting the KND develop an EVO identification briefing (as if anyone of sense couldn't tell an EVO from a Fusion, but then Dexter wasn't allowed outside and had never seen an EVO besides Rex Salazar, who looked perfectly normal most of the time even if his conduct left much to be desired in Dexter's eyes). He was not surprised that Ben had turned out to be a good instructor, given his patience and habitual calm. He had an easy manner about him and managed to connect to people in moments, a skill Dexter often wished he possessed (if only it didn't involve having to _be_ around the people he was trying to communicate with, something Dexter actively avoided).

"Oh, Dex . . ."

The design was almost complete. He stared at the blueprints, at the small, sleek vehicle design that was built for speed and maneuverability and nothing else. For Dexter the Speed Demon was a game, a toy, an exercise in aerodynamic engineering. He was building it for himself, just to see how fast he could go, though he was not adverse to it or its engineering being put to use elsewhere if applicable. He could visualize the effect of wind over its surface, flowing above and away as the Speed Demon outraced the wind, the swirling vortex of air to follow behind and stir up miles of dust-

"Dexter."

He blinked. The voice was right in his ear, a puff of warm breath against his chilly skin sending a shiver down his spine. A little gasp escaped him – it was almost as if he'd been poked in the ribs even though Ben hadn't touched him. His thoughts scattered and it was as much a shock as if he'd been yanked out of a deep, restive sleep.

"Wha . . . ?"

"Dexter."

Ben's voice was deliberately pitched low, a soft, suggestive whisper. The older teen leaned over him where he sat at the drafting table, still not touching but so close that Dexter could feel the warmth radiating off of him. Struggling to come out of his genius state, his thoughts awhirl, Dexter stared at him in confusion. Mixed in with formulas for paint compounds and engine coolant and brake lines, it registered in his mind that Ben's green eyes had an amorous gleam in them and his lips were bent just so in the smallest of smiles as he took in Dexter's response.

"Dexter."

He was teasing now. Ben shifted, finally touching Dexter as he slowly ran his hands down from the redhead's shoulders to hips before wrapping his arms around Dexter's narrow waist and pulling him in close. Dexter gasped again as his breath was stolen away. Ben's touch was electrifying. Desperately he tried to explain.

"B-Ben, I need to –to- the equat-"

Further words became impossible as Ben rubbed his cheek against Dexter's, ignoring the younger teen's protests and letting out a little hum of pleasure at the contact he'd initiated. Ben freed one hand from Dexter's waist and snaked it along his arm, covering his gloved hand and carefully prying the pencil from his death grip before twining their fingers together.

"Bennnn!" Dexter whined, though he had absolutely no idea what he wanted right now (except for Ben not to stop. Ever.) He tried to say something that sounded intelligent and witty and only succeeded in making a little nonsensical squeak as he was moved.

Maintaining his possessive hold on the genius, Ben carefully spun Dexter around until they were face-to-face. Ben's expression was sultry and sure of himself. Dexter confounded and flustered was one of life's little pleasures, all the better if he was the one doing the flustering. Dexter was blushing and almost panting, having gone from one of his foremost passions to his absolute foremost passion all in a matter of minutes. His brain was still trying to catch up with his body, and Mr. Tennyson had him at a distinct disadvantage Dexter desperately hoped he exploited to the fullest of his abilities.

"Dexter," sighed Ben. He leaned in close; his greater size and weight easily pushing Dexter back onto the angled table and he pinned Dexter's hand high and away. "Dexxx-ter . . ."

He was trembling, his whole body tense with anticipation. Ben was so close, his eyes held such promise and hunger and his lips were almost touching Dexter's. He closed his eyes, waiting for that delicious moment when Ben's mouth met his, and-

When Ben's mouth met his . . .

Ben's mouth met his . . .

Ben's mouth . . .

Ben . . . Ben?

And nothing.

Dexter opened his eyes. Ben was still just above him, less than an inch away, only now he was smiling as if he'd just arrived and was greeting Dexter with a hundred people all around them, not like he'd just seduced him into surrendering here in the privacy of his laboratory.

"Hi, Dex."

He stared at him, appalled. That was it? _Hi, Dex_? After all that? After he'd interrupted Dexter's fit of inspiration, just _Hi, Dex_? No kiss? No wild abandon? No exchange of spit and germs? Just the start of something electrifying and steamy and all he got out of it was a lousy _Hi, Dex_? Ben had driven him crazy with a word and now he thought he was leaving off here?

"Dinner's in half an hour."

Ben released him, leaving him flopped against the drafting table and staring in shock at the ceiling of his own laboratory. He could hear footsteps as Tennyson walked away, but there was no way Dexter was letting him escape.

"Benjamin! Get back here!"

He sat up, but Ben hadn't gone very far. He was smug and smiling like the cat in the cream. Dexter gaped at him and all of his impatience and newly-roused desire erupted into one whine:

"Ben!"

"Your dad was worried. He hasn't seen you since Wednesday."

"What?" demanded Dexter. He looked around as if there would be some indicator of how long he'd been at work, but there were no clocks or windows or anything to indicate the passing of time. "I've only been here a few hours."

Ben laughed, and despite his temper (and disappointment) it was very pleasant to hear. "Dex, you've been down here working over thirty-six hours. It's Thursday evening. Heck, I've been watching you for this past half-hour and you didn't notice me until I started calling you. Did you know you make faces when you concentrate?"

"No, I don't!"

"Sure you do. It's cute."

Suddenly Dexter realized that he was tired and famished and very much needed to use the bathroom. There was a higher priority, though, and it wore a green jacket and needed to have that self-satisfied smile erased right now or Dexter might not survive long enough to eat dinner.

"Hungry?"

That was a loaded question if ever Dexter heard one, but at least it was one that did not require a verbal answer. He hopped off the stool and marched straight over to Ben. Seizing two fistfuls of jacket, Dexter yanked his boyfriend in for a kiss on his terms. Standing on his toes in order to reach him, not letting go of jacket or lips until his need to kiss Ben was satisfied, Dexter felt his focus restored at the contact. Strong arms wrapped around him, crushing him close and deepening the kiss until both teens were panting and breathless and content to finally draw apart just enough to look at one another.

Ben gazed at him, not letting go his hold and helping to keep him on his toes. Clearly he took Dexter's response as a 'yes.' A slow, silly smile lit up his face as he softly said, "Hi, Dex."

He mirrored the smile, his heart quietly thrilling to stare into gentle, laughing green eyes, and just as softly he answered, "Hi, Ben."


	14. Gilded Cage

**Chapter 14: Gilded Cage**

"Ben . . . please."

"Dexter . . . I'm just worried."

"Why? Because I'm only fifteen? Because of my status in this war? Or is it because I'm half your size? You know, I could drive a car when I was eight and I built and launched my own spaceship by the time I was nine."

"No! I'm worried because I care."

Disarmed, Dexter sighed, some of his annoyance draining away in light of Ben's genuine concern.

"You're my best friend. You're a lot more important to me than your role in the war or as a scientist or even as my boyfriend. You've got people to test new inventions for you."

"I didn't three years ago. Up until then, I did all the testing myself. Sometimes on myself – lasers, ships, mutagens – There was no one but me and somehow I survived. I'll remind you that _you_ went into space and across dimensions time and again by the time you were fifteen."

"Yeah, but . . . I had Gwen and Grandpa Max with me and . . . I have the Omnitrix."

Blue eyes narrowed sharply and Dexter folded his arms in aloof indignation, offended. "And I have nothing to arm myself with, Mr. Tennyson?"

"Of course you do, Dex. You're smarter than everyone put together. I get that. But you don't always have sense. Is it smart to risk life and limb on a souped-up scooter?"

"The Speed Demon is custom built for me, by me. It's _my_ project. A personal challenge, not something I just handed off to a team to perfect and market. It's perfectly safe, Ben. I wouldn't try it otherwise and my father would get a court order to stop me if he had any doubts."

"But . . ."

"Do you think I can't handle it?"

"I know you can."

"So what is it?"

It was everything he'd said already and more. Faced with Dexter's determination to test drive the Speed Demon himself, Ben Tennyson felt a sinking feeling in his stomach at the very thought. Dexter _was_ undersized for his age, and because of that Ben couldn't help but think of him as fragile and in need of protecting even if it probably wasn't true. The redhead was young and emotional even though he hid both behind a façade of cool detachment, and he was one of the most important workings in the war machine that earth had launched against Planet Fusion. He knew all this, but right now Ben wasn't thinking of the sheer genius facing him, he was thinking of how small Dexter's hands were in comparison to his own when they had held hands last night.

Without giving him a chance to reply, Dexter stepped forward, placing one of those small hands on Ben's chest as he looked up at the taller teenager. "I'm a prisoner in my own home. Remember when I met you at the landing strip when you were sick in June? That was the first time I stepped outside of this building since the New Year. Don't you see? In over six months, I left this building for a total of forty-seven minutes. I haven't been outside since."

Sympathy swept over him. He pressed Dexter's hand against his chest. "I didn't know."

"I know you didn't," the scientist said in softer tones. "Ben, I just want to get out of here for a little while. It doesn't happen often but even I get tired of being indoors."

"I don't want you to get hurt."

"I don't want you to get hurt either, but I've never stood between you and the performance of your duty, and I never will. I recognize the importance it holds for you."

"Going into battle is my job."

"Just as science and experimentation is mine."

He was losing the fight and he knew it. "But . . ."

"But what? What, Benjamin? Is what I want unimportant? Is my safety more important than my work? Am I too much of a child _now_ to be trusted with this?"

"No!" Desperately he yanked Dexter into his arms, willing him to understand the fear he felt. "No. Dex . . . I know you can do this. I'm just . . . scared. For you."

Dexter gazed up at him, the glimmer of comprehension in his eyes. It wasn't Dexter who now understood the ways things were between them so much as Ben, and the young genius was glad for this opportunity to explain his position.

"Don't you think I know what you mean? Don't you think I sit up nights waiting for word of every battle you're in to get the casualty lists? You don't go into battle alone. Ever. Computress keeps me apprised of every action you're in from start to finish. I sit and I wait and I listen because I can't concentrate on anything less than your safety."

"You never said anything."

"What could I say, Benjamin? Don't go? Don't fight? That's like telling you not to breathe, like telling me not to create. It can't happen because this is how we're defined."

"Is that how you think of me?" wondered Ben, staring into blue eyes made all the bluer by tinted lenses. He wasn't sure if his feelings were hurt or he was just curious. It occurred to him that they were arguing or near to it, but the fact that they weren't doing a very good job of it told him that they were close to being on the same page despite their differing views. At least they were talking (though that was rarely a problem for Dexter). "As a fighter?"

Dexter shook his head the tiniest bit, never looking away. "No. It's what you do, not what you are. You're the one who always finds or makes a way to do what's right."

It was true. He wasn't a hero for himself but for the world, and the power of the Omnitrix put him in a position to see things from another being's point of view. Mostly he was used to dealing with aliens, but Dexter's sheer, staggering intelligence set him so far apart from the rest of the world that it made him about as close to being alien as Ben had ever gotten with another human. He tried to imagine what it would be like to be left behind, unable to step beyond the confines of this gilded cage, to wait in lonely darkness for any word or message, to be helpless to help.

It would drive him mad. He wouldn't wish that on anyone, yet Dexter calmly accepted that limitation for the greater good of the world . . . and Ben. All he asked for was a moment of freedom.

"Is that why you let me define this relationship?"

"In part," answered Dexter. "But mostly because I've known my feelings for you for a very long time. I hoped that someday you might feel the same."

"What do you feel for me?" pressed Ben, tightening his hold on the slim form in his arms.

Whispered the redhead, "Everything. You are . . . everything to me."

"Dex?"

"Yes?"

"I do."

He stared up at Ben, speechless, a little dazed, hardly daring to believe his own ears. "What?"

He could feel the intensity of Dexter's emotions as his whole being focused on Ben, sensed a slight trembling in the boy's frame. This was not an attempt to wring a confession out of him. Dexter didn't work that way. This was simply Dexter having the audacity to hope. Taking heart from that awestruck expression, Ben awkwardly tried to convey what he was feeling, what he'd been feeling from the start. He swallowed, and then tried to communicate his meaning.

"I do. Feel the same, I mean. I . . . I probably should have said this a long time ago. I mean, you're better at this and you've been saying it to me all along, just not in so many words. It's what you do and how you do things and . . . and . . ."

The expression on Dexter's face and in his eyes took Ben's breath away. No one had ever looked at him that way before. For a moment he couldn't speak, only stare.

"I love you," Ben Tennyson finally whispered, unable to raise his voice. Once said, the words were easy to repeat. "Love you. Love you so much."

"Ben," breathed Dexter, barely making a sound. He was overwhelmed as he leaned heavily against Ben's chest, quietly exalting as his every hope and dream was fulfilled. "Say it again," he begged.

"I love you," Ben repeated softly, enjoying Dexter's reaction and amazed at how good it felt to say aloud. A desire to laugh and celebrate suddenly seized him. He held Dexter at arm's length, grinning at his shock. How could he have thought of holding back all this brilliance and drive? Dexter would never confine him. He loved Ben too much to consider it. Ben had been trying to win a victory that could and should belong to them both. Luckily Dexter had already handed him a chance to prove himself, and knowing he'd throw the Boy Genius for a loop, asked, "So when's the test drive?"

For a moment Dexter had no idea of what he was going on about. He stared at Ben, confounded.

"What?"

Ben laughed and shook him. He was adorable when he was flustered. "The Speed Demon. When's the test drive?"

"Uh . . . um . . . Tue-Tuesday."

"So when do we leave?"

"You'll come?" asked Dexter, and then added in a very little voice, "Please?"

"I can't think of a better way to keep us both happy. Yeah, I'll come. Where are we going?"

"The Black Rock Desert, in Nevada," he managed to say, and Ben smiled anew to hear what that Russian spin-off accent did to the wordNevada. Dexter still couldn't believe his ears. "We're leaving Monday. You're really coming, Ben?"

"Wouldn't miss it for anyth-mmmf!"

Strong, slim arms tugged him in tight and warm lips pressed against his. Ben Tennyson surrendered willingly, happy to lose himself in the contact until Dexter pulled back slightly. Gently cradling his head in both hands, Dexter gazed at him in wonder, hardly able to grasp that this was real. When finally he found his voice, his words were scarcely audible, a whispered confirmation of what he had been telling Ben from the start.

_"I love you."_

He was already leaning in when Dexter met him halfway and sealed the promise with a kiss.


	15. Speed Demon

**Chapter 15: Speed Demon**

"There must be something seriously wrong with me."

"Why is that?"

"Because the less skin I see, the more I'm turned on."

Dexter's cheeks reddened, and coyly he said, "You have an active imagination, Mr. Tennyson."

"Right now I'd say hyperactive. Does your dad know you're running around dressed like that? You look like you were dipped in paint."

Dexter glanced down at the one-piece driving suit that covered him from his feet to just beneath his chin. It was almost skin tight, made of shiny black fabric that offered the same strength and protection as Kevlar but far more flexibility. The suit, a triumph of engineering and design, was an integral part of the Speed Demon. Ben, however, seemed far more taken with its fit than its function.

"Of course he does. He helped me design it. And I'm not running anywhere. The suit weighs too much."

"Say what?"

Dexter smiled and shook his head, holding his arms out to model his suit. "Behold the Speed Demon. Or a large part of it."

"That? Your pajamas turn into a crotch rocket?"

"Very crudely put. Congratulations."

"Seriously, Dex."

"Seriously, Ben. This suit alone weighs about forty pounds, but in essence it's the command center of the Speed Demon."

"So where's the rest of it?"

Dexter lifted a stylized helmet from the case at his feet. "Here's more, and the rest is outside."

Intrigued, Ben reached not for the helmet but for his hand, enjoying the contrast of black gloves against his tanned fingers. The suit felt like plastic, smooth and a little stiff but slick beneath his fingers. He ran his hand down Dexter's side, not quite able to feel his ribs but definitely able to appreciate the form beneath the thick material.

"You look hot," he stated.

Dexter didn't follow, taking him literally. "Not quite yet, but I will be, especially when the sun rises higher. I'm sealed into this."

Rolling his eyes, thoroughly amused at another prime example of the Boy Genius being stooopid, Ben grabbed him around the waist and pulled him in close. "No, Dexter! I mean _you_ look hot. Not temperature hot, _hot_ hot!"

Dexter gaped in surprise at the wanton look in Ben's green eyes, catching up with the times and getting his meaning. For a long while he absolutely did not know what to say but he did blush a charming red. Finally he managed a little, "Oh" that went far towards sending Ben's blood pressure spiking. There was nothing else for it. Dexter was begging to be kissed silly and Ben happily obliged him. Finally he released him and Dexter reeled slightly, blinking to regain his focus.

"Now I'm hot," he squeaked.

"Glad you agree," was the smug reply. He moved toward the door of the trailer and laid his hand on the doorknob. "Shall we?"

Dexter hefted the helmet, pausing before Ben to stand on his toes and steal a final kiss. "Yes, let's," he replied with a grin, and Ben took the helmet from him and threw the door wide.

Cool air from the Black Rock Desert enveloped them as they joined the team of excited engineers and mechanics and unhappy security guards waiting to get started on the test drive. Dexter, weighed down by the driving suit, moved stiffly as he led the way to where Professor Utonium was talking to someone inside a van filled with monitoring equipment. Both boys looked in to see Mr. Green in a parka looking pale and miserable as he sat at one of the stations. A fire demon, the physicist was not built to withstand the cold like the humans around him.

"Mr. Green," admonished Dexter in affectionate exasperation, "go in the trailer and turn up the heat until it gets warmer. You're bluer than your cousin."

Pointed teeth chattering, Green shook his head and hunkered down in his seat. "No. I'll be fine. I want to see this."

"You've seen it," reminded Utonium.

"Not in the field," was the stubborn reply, and they all knew to stop wasting their breath arguing.

"Will you hold these for me?" asked Dexter, extending his glasses to the demon. "I'll collect them later."

Green took the glasses with a hand that shook. Shaking his head, Utonium steered Dexter towards an equipment case that was guarded by three armed security officers. Dexter glanced out of the corner of his eye for Ben, waiting for the taller young man to join him and guide him to where his guardian waited. With great care and attention the scientist started to check the driving suit's seals. Dexter let him, offering no word of protest. His father needed to assure himself that Dexter would be as safe as he could be for this test.

Ben looked around at the flat, almost featureless spot chosen for the test drive. The desert here was an ancient lake bed, a vast area often favored for testing jet-powered vehicles. Miles and miles of flat, empty land with a cool, hard beauty of its own. It was very different from the desert that Ben was used to outside of Bellwood.

One of the guards nudged Ben and pointed to a nearby table where food had been set out, and Ben returned a minute later with a bagel and coffee. He was about to dig in when he felt a hungry look being sent his way. Dexter. He pulled the bagel apart, holding out half to Dexter, but the redhead shook his head.

"I can't get grease on my hands."

With a sigh and a smile Ben stepped close and held the bagel for the shorter boy to eat. Dexter grinned and took a bite, happy to let his boyfriend feed him breakfast. He took just a sip of coffee and Ben didn't blame him. He really _was_ sealed into this suit, and they'd probably have to peel it off him once the test was done. Ben wondered if anyone would notice if he volunteered to help with that particular job.

A thought occurred as he noshed on his half of the bagel, and Ben swallowed hastily to quietly ask, "Hey, Dex, how'd you get Mandy to go along with this?"

The look in those blue eyes was positively sly. "Mandy," Dexter very quietly replied, "came down with a mild case of food poisoning Sunday night. We didn't bother her with details, seeing as how she needs her rest."

Ben gaped, torn between admiration and being completely appalled. With a self-satisfied little smile, Dexter leaned over and took the final bite of bagel out of Ben's hand, pausing just long enough to lick the last trace of cream cheese from his finger. Ben shook his head, trying not to laugh and failing, shocked at Dexter's audacity.

Finally satisfied, Utonium paused long enough to plant a kiss atop his son's hair before settling the helmet over his head. To Ben's surprise, the helmet had ports that plugged into the suit.

"How's it working?" called Utonium.

Dexter nodded and gave him a thumbs up.

"How's your vision?"

"Perfect," was the muffled reply.

"Do a radio check. Channel four, Ben. I'll get the exo-suit."

The guarded locker was opened and what looked like an oversized backpack removed. Ben sipped his coffee and wondered why anything this kid did surprised him still. As the Professor and one of the technicians strapped and plugged and sealed the pack onto Dexter, Ben adjusted his comm unit and asked,

"Big Chill, Dex?"

A snort answered, and then Dexter's arrogant, accented voice said over the channel, _"Jetray."_

Ben gave him his most skeptical look and he didn't need to see Dexter's face through the polished visor to know that he was being challenged, provoked, and glared at all at once. He grinned, glad to get a rise out of his friend, especially now since he looked about ready to topple over from all the weight he was carrying. In that helmet and equipment, Dexter looked like some sort of little alien bug.

"Ben?"

He turned at a touch on his arm and looked at Patrick Utonium. Seeing not the scientist but the worried father, Ben immediately knew exactly what was being asked of him.

"Don't worry, Professor. I won't let anything happen to him."

With an anxious little smile and a sigh, the Professor nodded. "Thank you."

He listened as Dexter and the techs checked the interfacing and connections and countless mind-numbing details and even though it seemed to take forever, it had only been about half an hour since they left the trailer. Finally all the geeks were happy and Ben got back to the pressing business of teasing the owner of DexCorp International.

"He, Dex, we gonna get this show on the road or what?" he called.

" _I'm waiting on you, Benjamin,"_ was the sarcastic reply.

"So where's your moped?"

" _Where's your Aerophibian?"_

He held up his left wrist. "Mine's right here, pal. Where's yours?"

Dexter pressed a control on the strap across his chest. _"Right here, Mr. Tennyson."_

There was a series of metallic clicks and before Ben fully realized what was happening, Dexter was encased in a small, sleek, four-wheeled vehicle that Ben barely got to glimpse before it touched the ground and was _gone_ in a swirl of dust and dirt.

"What the -?" yelped Ben, caught completely off guard. All he could see of Dexter was a cloud of dust heading off to the horizon. Dust that _he_ was eating right now. Literally. He spat at a mouthful of grit. "Hey!"

Laughter sounded over the comm channel, and it was so infectious that everyone present had to laugh as well. Everyone but Ben, that was. Open-mouthed, he looked at the Professor, but the man just smiled and gestured for Ben to get a move on.

"I don't – that little – ARGH!" He slapped the Omnitrix down. _"Jetray!"_

He threw himself into the cloudless sky and darted off in hot pursuit of the Speed Demon. With a rooster tail of dust kicked up, Dexter was easy enough to follow, but Ben was flabbergasted at how fast the small vehicle was moving. His speed was easily over a hundred miles an hour already, and Jetray sliced through the cool air to catch up. Swooping low, he flew parallel to the Speed Demon to get a good look at it.

The silvery vehicle looked like a small and skinny cross between a motorcycle and a bullet. It was low to the ground, encasing Dexter completely, and through the narrow windshield he could just make out Dexter's helmet as he leaned far forward. Ben didn't have to see beyond the helmet to know there was a broad grin plastered on his face.

"Thanks for the warning!" he shouted over the communicator.

The only answer was a happy laugh. Suddenly the Speed Demon veered away, all four of its narrow wheels angling to take the vehicle in an impossibly tight circle. Ben flew higher to watch and let himself be amazed at how maneuverable it was as Dexter showed off not just his new toy, but his driving skills.

" _Ready?"_ asked Dexter over the open channel, straightening out his course again.

"What for?" countered Ben.

" _Third gear."_

"WHAT?"

Dexter was laughing as the Speed Demon lived up to its name and shot away toward the horizon, eating up the miles. Ben was glad he was already in Aerophibian mode because he knew Big Chill would not have been able to catch up, let alone keep pace with Dexter today. He poured on the speed, matching Dexter but not exceeding him. Jetray was capable of flying much, much faster than any earthly vehicle, but today wasn't about him, it was about Dexter, and he was having fun watching his boyfriend have fun.

"How many gears has that thing got?" he shouted above the rush of the wind.

" _Six!"_ was the triumphant reply.

Jetray hissed his raspy laugh and flipped over a few times in a long, corkscrew roll, celebrating along with Dexter. He had no idea how fast they were going and he didn't care – it had been far too long since he'd gone flying just for the sake of speed, and this was the perfect excuse to indulge that impulse. He watched carefully as Dexter dodged a few tall cactuses, and he wondered what sort of sensors the Speed Demon had. It maneuvered beautifully, a swift and fluid streak of silver tearing across the desert at breakneck speeds. It was a pleasure just to watch – he knew Dexter must be thrilled beyond telling to be allowed out for so long and to be so far from his legion of baby sitters.

_**()()()()()()()()()()** _

"What the . . .?"

"Kilroy?" asked the Professor, instantly concerned as he looked over the demon's shoulder, ever mindful of those long horns. They had been monitoring Dexter's speed and lively banter with Ben. The Speed Demon worked as well as the boy had promised and it was evident that he was having the time of his life.

Green shook his head, brushing his long white hair out of the way behind a pointed ear. "Something just appeared on the radar, Pat. Large, moving fast."

"Moving where?"

"Toward the boys' location."

"Chip!" Utonium whirled on the security sergeant, but Chip Morton was already trying to send out a warning. Suddenly all the sensors tracking and collecting data on the Speed Demon went blank. Chip's voice rose over the alarmed cries of the technicians. "We're being jammed, sir! I can't get through to them."

"Are they Fusions?" demanded the Professor. "Get units out there now!"

"I can't tell," Green said, frantically trying to fine-tune the sensors. "The signal is gone! We've lost them!"

Utonium felt his heart faint within his breast as he waited in helpless fear. Closing his eyes, he listened as Chip gave orders and Kilroy worked out possible solutions with the techs. He knew their efforts were useless. Whatever or whoever was doing this had chosen the perfect moment to strike. The boys were too far away, too isolated to reach in time to do any good. Only one hope remained – Ben was with Dexter, and he had promised not to let any harm come to his best friend.

_Please,_ he silently begged, closing his eyes and trying desperately hard not to panic.

_**()()()()()()()()()()** _

" _Ben, check your radio. Is it working?"_

He obeyed, and frowned when he could not raise any of the teams that had accompanied them to Nevada. " _Nada,_ Dex."

" _Neither is mine. Something's wrong."_

As he spoke Dexter slowed down, turning a tight circle that churned up a cloud of dust as he stopped. Ben waited for the dust to blow away a bit before landing beside the Speed Demon. He powered down the Omnitrix even as Dexter deactivated the suit. Ben smiled to see how the suit retracted, collapsing and folding upon itself until it fit neatly back into place in the pack. Immediately Dexter fell to his knees and leaned forward to support the weight of the gear, flipping up the visor of the helmet to look at Ben.

"That is seriously cool, pal," said the older teen, grinning all the while.

Panting and smiling, Dexter nodded in acknowledgement of the compliment. "Glad you like it. Have you got your cell phone? Can you call Dad?"

"Sure."

With the redhead squinting in an attempt to catch his every move, Ben dug out his phone and tried to call Utonium. Nothing. Dexter's worry was evident.

"We'd better head back. If it's an equipment problem we can fix it."

"But you don't think it is," concluded Ben, recognizing that tone of voice.

He shook his head. "I think we're being jammed." He reached for Ben's arm. "Help me up."

"Any idea who it mi-"

Suddenly a massive burst of laser fire smacked into the ground ten yards away, digging a wide crater into the dead lakebed and showering them with dirt and debris. The sound was deafening and the shockwave flattened them both. Coughing and alarmed, they looked about to see what was attacking them.

"Deliberate miss," gasped Dexter, rolling to his side. He pushing himself to his hands and knees. "Are you all right?"

Ben nodded sharply, ordering, "Get out of here. Now. I'll try to – Agh!"

They both cried out and covered their heads as another blast landed closer, scorching the earth and slamming Dexter to the ground again. The air stank of ozone and they could feel the residual pain from a second shock wave passing through their bodies. Ben's head shot up as something huge blocked the sun and he gasped in recognition. He stumbled to his feet and set himself in front of Dexter, hastily dialing through the Omnitrix as he tried to devise a plan. If nothing else, he could delay long enough for Dexter to escape. He had to protect his friend above all else.

"Ben Tennyson," boomed a deep, gravelly voice. "I come to challenge the Hero of Earth. Face me in combat or I will destroy this world."

He looked up and up as a towering figure landed by the closer of the two smoking craters, a long shadow reaching all the way to Ben's feet. The green skin and beard of tentacles and those cold, red eyes were all too familiar. Despite the heat rising up off the desert like a blast furnace, Ben felt an icy chill run down his spine.

_Vilgax._


	16. Desert Island

**Chapter 16: Desert Island**

_Vilgax._

Dread gripped his heart as Ben stared at the towering green alien. He knew immediately that Vilgax had tracked him through the Omnitrix's communicator. There was no other way he could have pinpointed their location so accurately. Standing his ground, he tightly hissed to his companion,

"Dexter, run! Run! Get out of here! RUN!"

Reaching behind him, he hauled Dexter upright, straining to do so. The Speed Demon practically doubled the boy's weight, but the redhead pushed himself to his feet and stumbled a few steps away. As he cast a frightened look at the alien conqueror, Tennyson had a brief glimpse of blood on Dexter's face before the Boy Genius slapped the visor into place and activated the Speed Demon's control. Just as before, the moment the vehicle formed around him he was gone, streaking back the way they had come and leaving a long trail of dust.

Vilgax watched the quick exchange, and Ben found his interest to be highly disturbing. With a sly glance at Ben he raised his blaster, leveling it at Dexter's retreating form and squinting as he took aim.

" _NO!"_

He slapped the Omnitrix down, already moving to stop Vilgax from killing Dexter. Chromastone lunged right in front of the heavy gun a moment before the towing alien fired. The impact was staggering, but the Crystalsapian absorbed the energy with ease and he brought both hands up to return the favor. The blast he discharged right back at Vilgax was more concentrated and focused than the shot the Chimera Sui Generis had sent at Dexter, but even at point-blank range it only staggered him.

"What is your deal?" Ben demanded, determined to keep him here as long as possible.

"You value that little thing," concluded Vilgax with contempt, certain of his conclusion.

"I value all life," Ben snapped, furious. "Though in your case I'll make an exception. What is it with you? Haven't I pounded you enough times? What, do you get bored and decide you want your butt handed to you again?"

Vilgax smirked. "Trying to distract me while the other human escapes, Tennyson? Your emotions betray you, though that comes as no surprise."

With a sneer he shook his head in denial and disgust. If Chromastone had possessed a heart, however, it would have been racing in fear.

"This is a situation more interesting than I imagined." The smirk became a feral smile as Vilgax calculated and plotted. "That little thing may be of use."

"You won't find out," swore Ben10, thrusting both hands forward and releasing a dazzling blast of energy. Vilgax let out a bark of pain and returned fire, leaping into the air. There was a brief and heated exchange of laser fire between these old enemies, and then Vilgax dropped something to the ground. It landed a few feet from where Chromastone stood and rolled to a stop. Ben had just enough time to recognize what it was, having seen Kevin Levin with a case of them just last month.

An Arcturian therma-shock grenade.

"I'll be back to finish off what's left of you," promised Vilgax.

It was too late, but Ben tried to escape anyway. He dove for the crater Vilgax's opening shot had made, trying to escape the worst of the shockwave and praying it didn't shatter Chromastone's crystalline form. The soundless detonation caught him before he hit the ground, slamming him to the far side of the rocky crater and pinning him in place with an icy blast of wind and dirt. Intense cold followed as an area a half-mile square was subjected to sub-zero temperatures. He clung to consciousness just long enough to know the Omnitrix powered down, and then there was darkness.

**_()()()()()()()()()()_ **

He clenched his teeth tightly in a state of fear not far removed from panic. It was a childhood habit born of insecurity and neglect that he'd thought he'd broken, but clearly he was wrong. He had little to fear anymore since he'd become Professor Utonium's ward. The Professor and the staff of DexLabs had gone far towards insulating and isolating Dexter from a world that would exploit and take advantage of his youth and intelligence, and Dexter was a willing recluse.

Right now all those efforts were in vain, however. The feeling of terror and this unexpected situation was shocking for Dexter. Vilgax. Vilgax was here. Come for Ben. He'd heard about Ben's conflicts with this monster, the undying hate Vilgax had held for Ben10 since he was a little boy. He hated himself for leaving his friend, but he knew there was nothing for it. Ben would not be able to fight if he had to worry about Dexter. The only thing he could do to help was obey the order to run.

His head was reeling and he could smell blood. That second shockwave had hit him hard and he knew there was more wrong than just a bloody nose. If he had a concussion – a very likely outcome of such a blast – he had to put as much distance between himself and Vilgax as possible while he was still lucid. He'd blown up his laboratory (or DeeDee had) often enough to know he only had so long before such a strike to the head took him out of commission. What was more, he was completely unarmed. His only defense was speed, but how fast could Vilgax move?

Forcing himself to breathe, to focus, Dexter checked the screens built into the visor of the helmet. Whatever was blocking their signal with his father and the team that had come along for the test drive was not interfering with the Speed Demon's functions, he was glad to see. Leaning far forward, his body tense, he gripped the controls with strength born of desperation, shifting the vehicle into fourth gear. It was risky because he knew he was approaching an outcropping of rocks and a small forest of cacti and his maneuverability would drop by twenty percent. Still, he had to get away. He had to let Ben deal with –

Laser fire smashed into the lakebed to his right, shaking the ground and spraying the Speed Demon with grit. He sped past the new scar on the ancient ground a second later, unable to pinpoint where the shot had come from. The Speed Demon's sensors were designed purely for navigating, not for tracking or detecting. New fear seized him as he tried to get back on course back to his father. Ben. Where was Ben? Was this Vilgax or one of his minions chasing him now? Was Ben even alive?

Another shot, again to his right. He was being herded. Refusing to comply, Dexter held his course. How far had he come? He didn't even know his speed right now. He expected the next shot to slap right into him. Would he feel it? Not knowing was completely unnerving. Moments passed without more shots being fired at him, but he knew better than to get his hopes up. Ben had called Vilgax relentless. His presence here proved the truth of those words.

He could hear more shots, a constant, steady barrage of laser fire that set the ground vibrating beneath the wheels of the small vehicle, but nothing landed close to him again. Not yet.

A small alarm went off in the helmet sensors. The ground up ahead, which should have been smooth and flat, which had _been_ smooth and flat an hour ago, had been churned up to form a roadblock. Jagged craters and mounds of dirt barred his way. With a hissing curse he dropped down two gears. There was no route through and the Speed Demon was not build for any terrain that wasn't flat, it was too low to the ground. He had to go around this obstacle – if he could. Sheering off to the left, he sped up again, his heart and mind racing as fast as the Speed Demon. Quick glances at the sensors in his helmet and at the wall of dirt to his right showed no way out. He drove in a wide arch, searching for a means through or around. Dare he drive over it? He knew the Speed Demon could not possibly make it across crater or hill, but if he turned it off . . . ?

No. The suit and gear weighed too much. If he had trouble standing on his own there was no way he'd be able climb and run, let alone walk. Even if he left the pack behind, the driving suit would weigh him down and he couldn't remove it without help. Without the Speed Demon's cooling system, he'd overheat in minutes at this time of day. He didn't dare stop moving. Ben had bought him time to escape by facing Vilgax. If his boyfriend was still alive - and he had to believe it was so - Dexter knew nothing would keep Ben from saving him, and now it was Dexter's turn to return the favor and give Ben time to find him.

"Please, Ben," he whispered, dread filling him as he finished the wide circle and came back to where he'd started.

There was no way out. All those shots he'd heard had been Vilgax or his slaves blasting the desert away to isolate him. He was trapped on an island of earth in the middle of the desert.

Well. There was no easy path out, so he would have to find the least difficult one. Dexter sensed that his captor was giving him time to panic, and that alone was enough to rouse his ire. He kept moving, turning back the way he'd come to find the most eligible crater to cross, the one with the gentlest slope. Could he jump such a distance? He didn't think so. Even with the all the velocity the Speed Demon could pour on, he would need a ramp to gain height and he doubted he could land safely. The mounds of dirt and rock piled up looked too soft and unstable to suffice. Still, anything was better than waiting for -

He skidded to a halt, turning the Speed Demon sharply to avoid hitting the dark form that abruptly landed in front of him. Dexter stared up at Vilgax, frightened but undaunted. Clenching his teeth, he made himself breathe slowly, knowing his body would like nothing more than to hyperventilate right now. Vilgax looked at the Speed Demon with interest, and finally said in a deep, gravelly voice,

"Show your true form, little human."

Dexter's eyes narrowed automatically, and he activated his communicator. "Why should I?"

"I command it."

"You don't command _me!"_

"Right now you're useful," said Vilgax, unamused. "That status can change easily."

As if he'd obey a monster. He threw the Speed Demon into reverse, jarring his aching head as he backed away. For a moment his vision blackened and he shook his head as he found himself driving away, retreating to the far side of his island prison. Not daring to go fast due to limited space and dizziness, Dexter resolved to try escaping over the first crater he came to.

A scream of alarm and pain escaped him when the Speed Demon was stopped so suddenly that he was thrown against the safety harness. The windshield was blocked by a huge hand and the metal body of the vehicle groaned in protest at the alien's grip. The windshield cracked as the Chimera Sui Generis dug his claws into the frame. With a bark of protest, knowing he had to preserve the Speed Demon if he was to survive, Dexter slapped the control on his chest, powering it down, and instead of holding the Speed Demon in his hand, Vilgax held Dexter.

He gasped as he was gripped tightly around the middle and lifted fifteen feet into the air for Vilgax to take a look at him. Through the visor of his helmet he could clearly see the strength and ruthlessness etched into the features of the Conqueror of Ten Worlds. Vilgax was hideous. Cold red eyes appraised him and his lipless mouth was like a gash across his face.

"You know Tennyson," stated the alien.

"So do you, apparently," Dexter snapped right back.

"What is he to you?"

He almost scoffed at the notion of telling Vilgax anything. "An inadequate bodyguard!"

He slapped the Speed Demon's control again. As the vehicle formed around him he threw it into top gear and gunned the engine. Vilgax let out a curse and dropped him as the speeding wheels came into contact with his hand and burned his unprotected flesh. Dexter felt something give as the Speed Demon hit the rock-hard ground rear wheels first. Alarms pinged and flashed as he pulled away. He wasn't going to get far. He wasn't -

_"You dare!"_

This time the claws came clean through the outer shell of the Speed Demon. The windshield shattered, showering Dexter with pellets of glass. He released the strap across his chest, instantly disengaging the vehicle and allowing Vilgax to rip it away. Dexter tumbled to the ground as the Chimera Sui Generis threw the remains of his pet project aside. Towering, glaring, he loomed over the small boy, blocking out the sun.

Without the rest of the Speed Demon, the driving suit was a trap. The ventilation and cooling systems were tied directly into the vehicle, and he was already feeling the loss. Dexter flipped back the visor and reached both hands to the back of his head, disconnecting the helmet and peeling it off. Without it he would be as good as blind, but with it he would overheat in a matter of minutes. He lay there in Vilgax's shadow, coughing and panting as he struggled to rise.

"Ach!"

The redhead let out a bark of pain as Vilgax crushed him to the ground. The alien conqueror glanced at the discarded helmet just a few steps away from where he pinned the boy and slowly, deliberately crushed it with his foot.

"You'd break just as easily, little human, if I let you." He leered down at Dexter, closing his hand around him once again with brutal force. "But you'll suffer for your offense, and when you're finally allowed to die, you'll be grateful."

"You attack me and expect compliance?" hissed Dexter. "What you call an offense, I call self-defense!"

"You have spirit," admitted Vilgax without a hint of admiration. "The same sort of defiance Tennyson once had. I have tolerance for neither sentiment."

Where was Ben? Where was Ben? Once had? Did that mean Ben was dead? No! He was lying - lying -

Dexter struggled and tried to twist out of Vilgax's hold as the Chimera Sui Generis closed his grip. A strangled scream escaped Dexter as the air was forced from his body. He felt burning pressure against his legs and his vision went black as his right leg snapped. The alien loosened his grip, allowing Dexter to suck air into his lungs and feel the full impact of broken bones. Agony shot through him and he heard himself make a keening whine like the wounded animal that he was.

"So fragile, you humans," mocked Vilgax, enjoying the sight and sound of his victim's torment, "yet so tenacious of life. Where is your spirit now, little human?"

Dizzy and faint, Dexter bared his teeth at Vilgax and at his pain. He spat at the tyrant. "Is this what you call bravery, Vilgax? Hurting unarmed beings a fraction of your size? You have a pathetic definition of courage, you coward!"

"You wish to die quickly, I see." That lipless mouth twisted into a smirk. "You won't."

He dropped Dexter from fifteen feet up. There was no way to break the fall and the impact was terrific. His broken right leg gave way. He sprawled on the ground, unable to rise, too weighed down by pain and the driving suit even to try to crawl away. He was going to die. Vilgax was going to kill him. Oh, god, where was Ben?

Vilgax's booted foot came to rest upon his right leg, just above his ankle. Dexter looked at him with dread a moment before the green monster pressed down, crushing his ankle. A shout escaped him even though he barely was aware he made a noise.

"Scream," was the quiet command. "Scream more. It's music to my ears. Tennyson values you on some scale. His voice betrayed him. What greater revenge than to take what he prizes?"

He was passing out. Pain and heat and terror and dehydration were taking their toll. His vision swam, dragging him toward blessed darkness. In his ears rang vicious laughter, the sound of his own labored breathing, and on the wind, a wild, desperate cry.

_"DEXTER!"_


	17. Battlefield

**Chapter 17: Battlefield**

"Dexter!"

Jetray angled his wings, picking up speed on the hot desert winds as he closed the distance between them. The torn-up cactuses and salt flats of the Nevada desert told the tale of Dexter's capture. Vilgax had spotted him and was waiting for him, a smirk of pleasure on his lipless mouth as he watched his enemy of old approach. He had the upper hand and he was going to exploit the situation to the utmost.

He could see the small, dark form at Vilgax's feet. In a rush of fear Ben Tennyson saw that the Speed Demon had been destroyed. His boyfriend was completely defenseless against the most brutal and merciless tyrant in the galaxy. Ben looked at Dexter, his Aerophibian vision allowing him to see with shocking clarity. Dexter wasn't moving, though he could tell that the redhead was breathing. Unconscious or just too frightened or hurt to move? Ben realized he could see Dexter's hair a moment before he noticed the remains of the stylized helmet scattered on the ground next to where the boy lay. And now . . .

"Land," ordered Vilgax, watching Ben with cold, red eyes. "Land or this little thing dies."

Pouring on some speed, Ben momentarily considered trying to snatch Dexter up in his feet and fly off, but he knew the added weight of boy and driving suit would slow Jetray down too much to escape. Vilgax was just too good of a shot to miss. There was nothing else for it yet. He landed, powering down the Omnitrix as he desperately tried to come up with a plan to rescue Dexter and get them both out of here alive.

"Alright, Vilgax," he called, trying to ignore the blistering heat as the sun climbed up the sky. They were supposed to have finished the test drive before it got so hot. Dexter was going to cook in that driving suit. "You want to challenge me for the world, fine. Let's do it. Just leave him out of this. He's got nothing to do with our fight."

A low, rumbling laugh escaped the Chimera Sui Generis' throat and he regarded Ben Tennyson with amused interest. Ben had a sickening feeling in the pit of his stomach. He'd had this sensation before going into battle, especially when he had been ten years old and facing off against monsters, but he had never felt so intensely frightened before in his life as to see Dexter at the feet of the creature that hated Ben Tennyson the most.

"I might have granted that request if this human had not dared to attack me." He displayed his burned and bleeding hand. "For this, he dies."

Ben felt a surge of pride that Dexter had managed to fend for himself no matter how briefly. "It's me you want."

"And it's him _you_ want," countered Vilgax. "Why?"

He dared not answer. Vilgax leaned over, his clawed hand closing over Dexter's head and back to bodily picked the boy up from the dirt. A cry of pain, weak and faint, escaped Dexter as he was lifted. He sounded like a wounded animal, and that small mew lacerated Ben to the core. A long, painful gasp followed as consciousness returned to the injured teen. Dazed, almost blind, feverish, he tried to focus his eyes and his intellect, recognizing the green of his boyfriend's jacket even if his vision was a blur.

"Ben."

That accented voice was scarcely audible, a mere acknowledgement that he knew a trusted friend was nearby, that he was not without hope. He looked and sounded so broken, so pathetic, that with a word Dexter sent Ben into something close to a panic. He'd seen Dexter hurt and sick in the past, but never anything like this. He was deathly pale. There was blood on his face and his right leg was twisted at an impossible angle. For the briefest of moments his control slipped and Ben Tennyson inadvertently revealed the depth and intensity of his emotions.

_"Dexter!"_ Ben cried, his heart written in his face. All his love and fear and devotion came out in that one word, and with that one word he betrayed them both. His feelings had served him well in the past both on and off the field of battle, but this moment was different. Dexter was entirely in Vilgax's power. Unlike his cousin Gwen or their Grandpa Max, Dexter had no special ability or training to allow him to stand against this monster, and Ben's desperation drove home the boy's helplessness. This was exactly what Dexter had warned him about that very first day together. He realized his mistake when Vilgax smiled and Dexter closed his eyes in anguish, silently mouthing _No_ over and over again. Vilgax turned Dexter to face him, sneering at the boy and reveling in the pain he was causing.

"I ask again," Vilgax rumbled, glaring at the small figure in his grasp "and my patience wears thin. What is Tennyson to you, whelp?"

Dexter's voice, though weak, held a tone of defiance and resolution and he angled to infuriate the Chimera Sui Generis. If their secret was out then he would embrace it wholeheartedly and declare it to the world – or at least to the Conqueror of Ten Worlds. As best he could, he sneered right back at the towering green alien and gasped, "More than you could ever understand, you degenerate slime."

Icy red eyes glared sharply at the boy. "Your notion of bravery has already earned you death. Each word will make it more painful."

"You have no notion of bravery." Consciousness was fading from him, but Dexter managed a faint smile. "I'll enjoy watching Ben beat you again."

Dexter had Vilgax's attention and he was risking his life to keep it – deliberately so. He was goading the Chimera Sui Generis to give Ben a chance to act and the Wielder of the Omnitrix did not waste a second of the time Dexter bought him. The price was too high and they both knew the cost of failure right now. He moved fast, dialing through the aliens in the watch. Vilgax hissed in fury at being insulted by anything so puny and weak even as Ben slapped down the control of the Omnitrix. Energy swept over and through him, altering his size and race and his whole concept of life itself, changing him from human but leaving him his humanity.

The energy faded. He was surprised not to be Vilgax's height. In fact, he was even shorter than his human form. Shorter even than Dexter.

_"Humungo-"_ He looked down and saw smooth white skin. "Echo Echo. Okay. That works."

Vilgax turned to him at the sound of the Sonorosian's distinct voice, teeth bared in fury as he realized he'd been defied. Ben ran at him, doubling his form over and over again and spreading out to encircle Vilgax just as Vilgax had encircled Dexter. With deliberate force and aim the alien tyrant threw Dexter down to the rock-strewn ground. There was a sickening crunch of bone breaking as Dexter hit and no other sound from him. In a smear of blood he tumbled to a stop, a wretched and pathetic victim of Vilgax's wrath and hatred. Ben couldn't see if he moved or if he was even breathing and there was no time to check. He had to take Vilgax out of the fight before he could help Dexter, and he had to do it fast before Dexter bled to death or was cooked in that driving suit.

"Get away from him, Vilgax!" over three dozen Sonorosians ordered at the same time. "Wall of sound!"

He hit Vilgax from every direction, unleashing Echo Echo's devastating sonic attack. The huge green alien staggered at the impact. Ben upped the assault as never before, battering the Chimera Sui Generis when he swung his blaster into position to shoot Dexter. Instead of spitting out an energy beam, the gun exploded in Vilgax's hand, unable to discharge the shot fired. The tyrant screamed in pain as shards of plastic and metal tore part of his hand away. Green blood dripped from the wound and Vilgax's nose and ears and still Ben kept going, determined to crush Vilgax and end this conflict. He saw the blood and in a flash he knew exactly what he had to do to take this monster down. He might not stay down, but Vilgax didn't matter nearly as much as Dexter and right now he'd happily settle for a temporary victory.

In a desperate bid for survival, Vilgax rushed him, snatching up the nearest Sonorosians. Wrath negated the pain of his injuries for the moment, though his mangled hand was bleeding heavily. There were flashes of pain as duplicates of Echo Echo were torn apart or crushed, but Ben let the rampage go on. He had his markers – he needed to get closer to Vilgax than he'd ever been for his plan to work. Finally there was only one copy of Echo Echo left on the field. Panting, bleeding, in well-deserved pain, the Chimera Sui Generis lunged and with a strangled bellow of pure hatred, he seized the final Sonorosian and lifted him close. Ben let himself be taken, opening his toothless mouth to hit Vilgax with one final sonic blast at point-blank range. It was a literal slap in the face to the Conqueror of Ten Worlds. Blood spurted from his nose and splashed Ben, the viscous liquid drying quickly in the desert air. Even as he moved to strangle the small white alien (as he'd strangled and killed all the other Echo Echoes), Ben activated the Omnitrix.

He prayed it worked the way he wanted though at the moment he'd make anything work, and when the world suddenly seemed massive in his vision he knew he had succeeded.

_"Nanomech!"_ he crowed even as Vilgax tried to figure out where he had gone. Immediately he flew straight at the green alien, zeroing in on the side of Vilgax's head.

"Face me, Tennyson, you coward!" demanded Vilgax, turning this way and that. There was no way he would have been able to spot the tiny mechanical being now landing by his ear. "Face me or I claim victory!"

Ben didn't even bother with a comeback. Without his physical presence right in front of this tyrant he knew that Dexter was the next target for Vilgax's vengeance. It wouldn't matter to Vilgax that Dexter was young and helpless – the fact that he had defied the Conqueror of Ten Worlds and dared to do him harm (though Ben had done far worse) earned him a death sentence.

"Where are you? Is this another of your tricks or have you abandoned your pet to my mercies?"

"You wish," muttered Nanomech in his high-pitched voice, landing at the base of one of the tentacles that formed Vilgax's beard. His skin was oily and slippery and the blood at Ben's tiny feet had the same properties and smell as sea water. Here. A small, bloodstained opening. This was his target: Vilgax's ear.

"What is he?" wondered Vilgax, trying to goad him into giving his position away. Vilgax knew Ben well enough to know he hadn't left the field – or Dexter. "You betray yourself, human. Is he your toy? Your lover? How many of your weaknesses will I learn from him, Tennyson?"

"Ew," he muttered, looking into the grimy opening as he forced himself to ignore Vilgax's mockery and threats. Looking around, he was reminded of a nasty, bat-fouled cave he'd found in the woods once when camping with Gwen and Kevin. Didn't Vilgax ever clean his ears?

"He lives still, no thanks to you. My scientists can keep him alive and in pain for as long as I want. He'll suffer for his attack on me, but more for winning your affections. A lifetime of agony won't be enough."

Dexter was too badly hurt for hesitation or wasting time on squeamishness, and really, this wasn't the weirdest (or messiest) thing he'd ever done in a fight. Ben shrank his Nanomechian form down a little further still and flew into the orifice, pinpoints of light from his body and sensor readings helping him maneuver along the dirty, hairless channel. The ear of a Chimera Sui Generis was not unlike that of a human, and not nearly as complex. Like a human, though, he was betting that Vilgax had an eardrum, and just as with a human, damage to that eardrum meant a world of hurt and disorientation. Even if he was wrong, he was sure a bit of laser fire inside his ear would be enough to stop Vilgax long enough to get Dexter back to the Professor.

There. Nanomech's sensors picked up the vibrations of sound as Vilgax shouted on, calling Ben a coward and demanding he show himself so that Vilgax could kill him. Well, if Vilgax wanted Ben's attention, he'd get it – that and the headache of the century. Anything to shut him up and the filth he was spewing.

"If he's your plaything, then perhaps I'll make him mine."

That cut it. Lifting his arms, he fired lasers from both hands, aiming directly ahead. The red beams illuminated the passage for a moment. Vilgax stopped all movement and let out a bark of surprise. Satisfied by these results, Ben fired again, moving his hands about at random and scattering laser fire every which way, but still focusing most of the shots straight ahead. Small though Nanomech was his target was proportionately small and there was nothing in here to stop him. He was like bees stinging an elephant – one was an annoyance, a hundred would get noticed, but a swarm was bound to do some damage.

In such confined quarters, Nanomech was a swarm unto himself.

"What? What?" roared Vilgax. _"Tennyson!_ Cures you, you maggot! Get out – _out of my ear!"_

"Make me," snapped Ben.

_"TENNYSON!"_

When Vilgax shook his head violently, Nanomech simply moved with him. Repeated, hard vibrations reached him a moment later and he had the glorious mental image of Vilgax hitting himself in the head over and over again in a vain attempt to dislodge him. He focused the beams shooting from his hands, slicing and burning tender flesh until-

A mighty scream was torn from Vilgax's throat at the same time Ben felt something give. There was a sudden change in the air currents faintly moving through the ear - he'd broken the tympanic membrane or the Chimera Sui Generis equivalent. Blood began to pool beneath him. There was a rush of movement, like riding a rollercoaster, and he knew Vilgax had fallen. He got a few more shots off before he turned and fled through the narrow channel. It was harder getting out than in since Vilgax's thrashing had shifted some of the built-up dirt, but Nanomech easily maneuvered around the obstacles or simply blasted his way through (and if he happened to nail Vilgax in the process, all the better).

He emerged to darkness. Vilgax had his hand over his ear either in a vain attempt to trap Nanomech or out of pure, animal instinct. Undeterred, he wriggled between the massive fingers and returned to the blazing sunlight again. Hovering in midair, he turned and regarded his foe. Vilgax was on his knees and in a world of pain, though Ben10 knew not to underestimate him even now.

"Had enough, ugly?" he squeaked, but Vilgax couldn't hear him. "Guess not. _Humungousaur!"_

In a heartbeat he was as big as Vilgax. He stole a glance at Dexter where he lay off to the side like a discarded toy amidst the desert rocks - a small, dark, broken figure. He had not moved and Ben doubted that he could, but he could see the redhead was still breathing. A sudden rush of fury consumed him that Dexter, who had done nothing to Vilgax, who had finally escaped his cage for a day, had been targeted and traumatized for no other reason than being in Ben's company. With a terrific roar he slammed his hand into the back of Vilgax's head, smashing him into the hard ground again and again until the desert was dented. The green face was in far worse shape.

"You want to threaten me, you want to fight me, you go right ahead, Vilgax," growled the intelligent dinosaur, deliberately increasing his size. He hauled the alien upright, making Vilgax look at him even as he held him in an iron grip. "I expect that kind of crap from you because that's just your lowdown, cheap style."

Vilgax strained, breaking free of the Vaxasaurian's hold. He staggered, his equilibrium thrown off by his ruptured eardrum. Ben let him move a few steps before he whirled around, catching the tyrant squarely in the back with Humungosuar's huge tail and slapping him flat.

"But innocents? Children? People that are unarmed and defenseless? My _friends?"_ He planted his foot on the downed alien, pinning him down with all his considerable weight and grinding him into the rocky surface. "Not. Cool. Vilgax. I don't attack your people, you don't attack mine!"

He stomped his foot down hard to emphasize each word. With a shout of rage Vilgax twisted free, gaining his unsteady feet once again. He was bloodied and maimed and completely unused to being defeated so completely.

"Your war is with me," swore Ben10, advancing. "Me and no one else. You drag other people in, all bets are off. Oh, and since you dragged my friend into this? All bets are off, pal."

Vilgax looked at him with supreme hatred, and in a raspy voice he swore, "If it's . . . the last thing I do, Tennyson . . . I will destroy what you love . . . just because you love him."

It was the wrong thing to say.

He was barely aware of his own actions, his own movements as he darted forward and laid into Vilgax with fists and feet, tail and body. It made no difference to Ben Tennyson that the Chimera Sui Generis was weakened for the moment. He knew that Vilgax had tenacity for life that was unmatched, and he felt no guilt or shame in doing everything in his power to kill this creature because he knew he wouldn't be able to do it – he would drop from exhaustion before Vilgax died. He was just that obstinate.

But that didn't mean Ben wouldn't try his best to do it.

Fury drove him – fury and desperation to get to Dexter. Ben had never experienced a blind rage before. It frightened even him, but not until later when he had time to think. Here on the battlefield he lost all sense of time and motion. He had no notion of action or pain – he simply unleashed all his anger and strength on Vilgax. He wasn't thinking of beating the green alien to pulp. He wasn't thinking of the countless ways Vilgax could torment and corrupt the younger boy. He was thinking of how closely Dexter had walked beside him this morning, trusting Ben to guide him when he wasn't wearing his glasses. He was thinking of that last kiss and small hands against his chest and Dexter's happy laugh as he put the Speed Demon through its paces. He was thinking of Dexter's resolute expression as he let Vilgax see how much the redhead meant to him.

He had put Dexter directly in the path of danger. He could see that now. He had to do what he could to make up for it.

Fatigue was catching up to him and Vilgax's token resistance was reduced to trying to deflect the heavy blows from the Vaxasaurian's fists when for the second time that day, something large blocked the sun. Humungousaur looked overhead to see a Chimeran landing craft descending toward them, and he knew this was over. Finally. His fury gradually ebbed, but he kept pounding Vilgax for good measure and his own satisfaction until the ship touched down silently between where he sat atop the Conqueror of Ten Worlds and Dexter. Taking the hint, Ben laid off, standing up as a hatch on the shuttle opened to reveal Psyphon, Vilgax's number one lackey.

"Get him out of here," ordered Ben as the tall, skeletal figure moved smoothly down the ramp. "If he's stupid enough to come back or to mess with my friends again, he'll regret it even more than now."

While there was little love lost between Vilgax and his majordomo, and the look on Psyphon's face as he took in his master's plight and battered condition showed his disgust that Vilgax had not triumphed despite repeated attempts to kill Ben10. With a quick gesture he dispatched robots to carry Vilgax into the shuttle. Ben had the satisfaction of seeing his enemy dragged away, and knowing it was safe, he powered down the Omnitrix. Psyphon smirked down at him and Ben glared right back, not in the least intimidated even though this Calbreus was a creature to be reckoned with.

"Don't try anything," he warned. "I'm nice and warmed up."

"I have no orders," was the haughty reply. "And mighty Vilgax is in no condition to issue them. We will leave as quietly as we came."

_Jerk,_ thought Ben, relieved that they were going. They couldn't leave fast enough. He was desperate to get to Dexter. "Hey, Psyphon!"

The alien paused in the hatchway, waiting.

"Tell your boss he lost. Again."

Psyphon looked back, smirking. "With great pleasure, Ben Tennyson."


	18. Endless Days

**Chapter 18: Endless Days**

"Professor! Professor Utonium! Do you read me?"

As he called into the Omnitrix's communicator he fell to his knees beside Dexter, every inch of his body exhausted and sore. It was true he'd beaten Vilgax, but the favor had been returned in kind. As his adrenalin rush faded Ben was feeling every strike given and received. He barely noticed the pain, so intent was he on the small, still form on the ground before him. Dexter lay on his side. He was breathing but not moving. More Ben could not say.

_"Ben! Thank god! Where are you?"_

Relief filled him, though he suppressed the urge for any further reaction. Panic was a luxury none of them could afford right now. "I'm with Dexter. Trace the comm signal. He's hurt. He's - Oh, god, Professor, he needs help."

Utonium's voice was under tight control and Ben fought to match that calm delivery. _"We've got a lock on you. We'll be there in . . . twenty minutes. What happened?"_

"Vilgax. He was after me. He got Dex."

Said tyrant could monitor this channel, he knew. That's how he'd pinpointed them in the first place, through the Omnitrix. Psyphon was probably recording this conversation. Let him. He didn't care. If Vilgax came after Dexter again, Ben would destroy him.

_"How is he hurt?"_

"His leg is busted up. Bad." He didn't know what to touch, if there was anything he could do on his own to help. "He had a nose bleed before. He's been slammed around a lot. I think there's more but I can't see it."

_"Is he conscious?"_

"No."

_"Ben, look closely. Is he sweating?"_

It seemed an odd question since Ben was drenched in sweat, but he leaned close and looked at Dexter, going so far as to touch his neck. Dexter's skin was hot and dry and flushed.

"No," he said. "His skin's red."

_"That's heat stroke. Listen carefully. You've got to get as much of that driving suit off of him as you can without moving him. You've got to cool him down as much as possible."_

"How does it come off?"

_"There are seals that run the length of the seams down the back and at the elbows and knees. Just loosen it if you can't remove it. Can you cool him off?"_

He felt the slick fabric on Dexter's back, tracing it up to the base of his skull. "Big Chill," he finally said in a voice that shook, working his fingers down the high collar of the suit. He swallowed painfully. "I . . . Big Chill can do it."

_"Cool, not cold. Watch his breathing."_

"Right," he said faintly, sensing he was getting close to hyperventilating. Finally he felt the heavy fabric part beneath his fingers and he ran his hand from Dexter's neck to the base of his spine, loosening the suit. Beneath the black material Dexter was wet with sweat and dark bruises were forming across his back. He attacked Dexter's hands, clawing at the cloth until he broke the seams and peeled off the gloves. A glance at the younger teen's legs kept Ben from touching the boots. His right leg was grossly twisted and resting atop the left leg.

This wasn't what he'd imagined when he'd hoped that he'd get to help Dexter remove the skin-tight suit.

With a trembling hand he activated the Omnitrix. Much of his discomfort faded as he assumed the form of a Necrofriggian. He spread his wings to block the sun beating down on them and then gently, carefully, blew cool air on Dexter with every breath he took.

_. . . you were like air. I couldn't live without you._

The simple and sincere declaration of love echoed in his memory and Ben knew guilt as never before. Dexter might not be able to live _with_ him, either. Certainly Ben didn't know how he would be able to live with himself after this.

_**()()()()()()()()()()** _

"Roy, take care of Ben."

He never heard Professor Utonium's order, nor did he hear his name being called until a pair of black-gloved hands closed firmly around Big Chill's forearm. Started, he whipped around to face Kilroy Green. The fire demon gave Ben a moment to recognize him, and then gently said, "Ben, come away. Let them work."

He looked up, realizing there were people and vehicles all around them. He had been so focused on Dexter, on trying to cool him down and keep him from moving as consciousness gradually returned that he hadn't noticed the arrival of the testing crew. People rushed about marking the ground some distance away. A landing zone for the chopper, he realized.

"Turn off the Omnitrix and come with me. You need to rest."

"Dex . . ."

Professor Utonium was talking softly to his son. Ben wanted to crawl into the man's lap and beg forgiveness for breaking his promise.

"His father is here. A chopper is coming. With me, Ben."

He could only obey. Heat suddenly blasted him as he resumed human form. He hardly noticed the change as Green drew him away and into the shadow of one of the trucks.

"Are you hurt?"

"I don't . . . I don't think so."

"Is this site secure? Will this - this Vilgax person come back?" pressed Green.

He shook his head. "N-no," he said, astonished at his own reaction. He dimly remembered the therma-shock grenade and wondered exactly how hard he'd been hit when it exploded. Chromastone should have absorbed the brunt of the impact, anyway. Why was he reacting so strongly?

"Here. Drink this. All of it. Easy now."

The bottled water Green put into his hand did not stay cold for long. Some of it spilled down his front as he drank and he softly cursed his clumsiness, closing his eyes and holding the wet bottle against his forehead for a moment as he collected himself. His head was pounding and the heat and dust rose up to choke him.

Ben had been in shock before. It was impossible to see and do all the things he had up to this point without his mind and body reacting somehow. This time it was different, though, and he couldn't shake it off and keep going. He was different. Dexter had changed him, changed the situation, changed the way he responded. How? Why?

Why was the aftermath of this battle different? Was it the emotional investment? He thought about Gwen and Kevin, the other Plumbers' children, Grandpa Max, even his friends with the Kids Next Door and Earth's Combined Forces. He'd plunge into battle with any of them at any time and think almost nothing of it. They were experienced. Hardened. Armed to the teeth. Some even possessed super powers and abilities. But Dexter . . .

Dexter had been helpless. Helpless and depending on Ben.

**_()()()()()()()()()()_ **

The only light came from a lamp around the corner, dividing the room into golden glow and stark shadow. Ben stood in the doorway and just stared at Dexter as he lay still and silent in the bed. Professor Utonium sat close by, his hand on the covers, his eyes closed as he rested from the strain of the last few days. These endless, endless days.

He had almost no memory of returning to DexLabs. He briefly remembered the hospital in Nevada and the kindness of the nurses there, and after that he had vague, inadequate images of events: Professor Utonium sitting on the floor beside him after the emergency room doctor barred him from the surgery. Kilroy Green on the phone endlessly, arranging for them to be moved back to DexLabs and suddenly finding himself the de facto head of the massive corporation. Chip Morton refusing to leave or relinquish his weapons and lacing into the chief of the hospital's security force about presidential orders to guard Dexter. He remembered the taste of lemonade, remembered cool night air and climbing the ramp of an aeroship and being surprised to see Dr. Cardon, head of DexLabs Medical. He remembered trying very hard to stay close to Dexter even though the redhead remained unconscious. And now here he was, standing in the hall outside Dexter's hospital room and unsure of how long it had been since he'd left Nevada.

He felt sick. There was nothing else for it. Earlier in the day Professor Utonium, desperate for relief and a sounding board, had dumped so much information on Ben that now, hours later, his mind was still reeling.

Dexter had already undergone two surgeries on his shattered leg and lay in a drug-induced coma. Even with physical therapy, it was possible that he might never walk unaided again. If the bones didn't heal properly there was even a chance he'd be crippled unless they managed to slow or stop his normal growth. How sad was it that Dexter, who was so looking forward to growing up, to being tall finally and enjoying all the advantages of adulthood, might be denied even that? How sad was it that Ben of all people was the one to deny him?

Too late he realized the wisdom of Dexter's warning that no one could know about them. Without meaning to, he had betrayed them both to – god, to _Vilgax_ of all people. Vilgax! Ben's worst enemy, come for _him!_ He had reacted without thinking. He'd panicked. He'd seen those huge green hands clamp down on his best friend, his boyfriend and he'd known that Dexter was absolutely defenseless against the Chimera Sui Generis. He should have braved it out. Bluffed. He'd done it so many times before. But, no. His heart had ruled his mind for a split second. A very fatal split second. The look in Dexter's eyes, the alarm and fear and acceptance when Ben had unwittingly revealed that Dexter meant the whole world to him haunted his mind's eye.

" _What is Tennyson to you, whelp?"_

" _More than you could ever understand, you degenerate slime."_

If Dexter had to die, he would die Ben's. The thrill of that declaration of love and loyalty- spat in the face of a monster- was lost in the pain that followed. The feeling had turned to anguish almost as soon as it had been born. Ben shuddered, looking away from the two figures in the hospital room as he tried to escape the memory of Vilgax slamming Dexter to the ground with deliberately brutal force. The Conqueror of Ten Worlds was not used to being defied or denied, and he could be as petty as he was cruel. The smirk. The sadistic laughter. The sound of bones breaking. The vicious gleam in his piggish eyes as he tortured Ben by trying to kill what he valued . . . Dexter never even had a chance. Not against a monster.

He hugged his arms tightly around his own sparse frame, suddenly chilled to the bone. Ben knew his nightmares would be haunted by the sound of Dexter's scream when the rescue team had moved him. Gentle as they had been, it had been too much and the weak, hoarse shriek had sounded unlike anything Ben had ever heard before. It had been the sound of pure agony, horrifying and unforgettable.

" _Don't worry, Professor. I won't let anything happen to him."_

Liar.

Nausea gripped him. He had broken his word time and again. Dexter wasn't just hurt because of Ben, he could die. He hadn't protected him. He had as good as told Vilgax what they were to one another. Could he have screwed things up more? Injuries, betrayal - god, he sucked. What had he been thinking? Dexter never would have let Vilgax find out that Ben was the least bit important to him. And here Ben had been worried about anyone so young being able to handle the Speed Demon when his own concern should have been his inability to keep his mouth shut.

Dexter. He was fifteen. A kid. Sure he was a brilliant intellectual and mature well beyond his years, but when push came to shove, he was a kid. Three years younger than Ben. What had he been thinking when he kissed him that first time? What had he started? Started with a _child_? What was wrong with him? His best friend. He loved him in every way. Now he'd almost killed him.

He couldn't think clearly for the exhaustion overwhelming him. He couldn't remember the last time he'd slept, but he thought he must have at some point. Food? Had he eaten anything since that hasty snack in Nevada? He didn't even know what he wanted except to go back in time and stop all of this from happening. Dexter had been so happy and excited that Ben had been there to share the test drive with him, but just by being Ben Tennyson he had all but destroyed the young scientist.

He had not failed this spectacularly in a long, long time.


	19. Blame

**Chapter Nineteen: Blame**

"Ben?"

He gasped in quiet surprise to see Professor Utonium standing right before him. So tired was he that he hadn't seen the man approach. The scientist placed a hand on Ben's shoulder, steadying and trying to comfort him.

"You need to sit."

Ben shook his head, unable to speak. Utonium gazed at him with sympathy and understanding, gently guiding him from Dexter's room.

"Come with me."

They ended up sitting on the leather couch in Dr. Cardon's office. They weren't there long before a plate of food arrived from the cafeteria – Ben had missed the Professor's signal to the nurse on duty to send for a meal. At the smell of cheese sauce, Ben was suddenly ravenous and he consumed the dish of macaroni and cheese in record time. It left him feeling overstuffed and sleepy, but having something in his stomach went far toward clearing his head.

"Better?" asked Utonium, his tone subdued.

"Yeah," Ben muttered. "Thanks."

"Ben? Talk to me. You've had a lot thrown at you the past few days and I'm sorry I haven't spent more time with you."

"This is my fault. All of this. He's hurt because of me."

"No. Dexter is hurt because a greedy, savage dictator was petty enough to want revenge because he lost a fight. None of this is your fault. All the blame lies with Vilgax and nowhere else."

"He was after _me_ , Professor. He traced me through the Omnitrix's communicator."

"I know. And Dexter got in the way."

Ben glanced around to be sure they were alone and lowered his voice as he said, "I gave _us_ away. Vilgax guessed that we care for one another because of the way I reacted." He fell back against the couch, rubbing his aching head. He did not want to meet those calm gray eyes. "Dexter warned me this could happen. You know, someone using us against one another. I just didn't expect . . . Vilgax. He had Dexter by the throat. He was going to kill him."

"But he didn't. Look at me. Ben, he didn't. Dexter is alive because you got Vilgax away from him. You saved him."

"Saved what was left of him, maybe."

"Saved him period."

"He wouldn't have gotten hurt if it wasn't for me!"

"You don't know that."

"What kind of friend puts another friend in danger?"

" _You_ didn't put him in danger. He was already there. His life's been in danger since he founded this company and he knows it."

"Vilgax was after me!"

"And do you actually think he would have left Dexter alone anyway?"

They both knew the answer to that: never. The Professor's expression softened.

"He's going to need you badly. More than ever now."

Ben balked at the very suggestion. "What?"

"Even if everything works perfectly and he's completely healed, Dexter is going to have a long road to recovery. He's going to need you, as much as his friend as his boyfriend."

He stared at the scientist. Dexter needed him? After all this? Was the Professor nuts? Didn't he see what kind of poison Ben10 represented?

"I almost got him killed, Professor!"

Utonium sighed, realizing he hadn't gotten through as intended. Before he could try again, Ben said,

"Professor, I haven't been much of a friend and I sure as heck have been a crap boyfriend if I throw a fifteen-year-old into Vilgax's path!"

"Did you deliberately hurt Dexter?"

"No!" The very idea was horrifying.

"Would you have prevented it if you could?"

"Of course!"

"And did you keep Vilgax away from him and get him back to us?"

"Yes."

"Then why are you blaming yourself, Benjamin?"

"Because it's my fault! Vilgax was after _me!_ It should have been me! Not some . . . not some kid," he ended miserably.

"Is that all he is now? Some kid?"

"No," he said, and he could hear the whine in his tone. In a voice that sounded hollow to his own ears, Ben said, "He'll come back. Vilgax, I mean. Dexter burned his hand. He won't ever forget that or let it go."

"If you think my boy will blame you, you're wrong."

"Dex doesn't have to! _I_ blame me!"

"Well I don't, and neither will Dexter." Utonium looked at him with as much sympathy as understanding. "You have the habit of taking too much responsibility for events, Ben. People make their own choices. You can't control anyone's conduct but your own."

"And it's because of what I've done to him in the past that Vilgax wants to kill me. Now that I let him find out about me and Dexter, no matter what happens now Dex is always going to be in his crosshairs."

Utonium arched an eyebrow at Ben's choice of words, concerned by what he saw and heard. "So what's going to happen?"

Anxious, guilty, suddenly self-conscious and terribly aware of his own failings, Ben looked away, quietly saying, "I don't know."

But it was a lie. In his heart, he knew exactly what he had to do even if he couldn't articulate why. It hurt too much to think about.

_**()()()()()()()()()()** _

"I need you back on the front lines."

"That's nice."

Mandy glared across the table at Ben as he slowly consumed a small mountain of mashed potatoes. He was annoyingly unaffected by her ire, having shut her out completely. She set her fork down, losing interest in her meal. "I'm serious, Tennyson."

He deliberately ate another mouthful of potatoes, swallowing before he said, "Yeah, I figured."

"Fusion Spawns are showing up in Orlando. Do you have any idea what'll happen if they hit Disney World? All the rest of those theme parks? How much raw material they'll have to work with?"

"Yeah."

It was rare that she engaged him this way, and his lack of reaction to her orders reminded her exactly why she avoided these confrontations in the first place: he was one of the few people she could not intimidate. With the most powerful device in the universe on his wrist, Tennyson was generally immune to being daunted by most everyone. Most of the time she didn't need to tangle with Ben, seeing as how he was so laid back and usually agreed with her battle plans, but it seemed as if this was one of those times. It had been three days since Dexter had been airlifted in from Nevada, and Tennyson was quietly, stubbornly refusing to leave DexLabs until he spoke to him. Something was eating at him, something big. She had never seen him so subdued and irritable (and irritating). It was very atypical behavior for Ben Tennyson, and while she would have liked to understand it, she didn't really need to.

"I get it. He's your best friend. You're worried and scared. To be honest, so am I even if my motivation is a lot more selfish than yours. Cardon is going to keep him comatose for another two days at least-"

" _Might_ keep him that way," corrected Ben.

Mandy scowled. "Fine. Might keep him that way. Either way, when he wakes up he's not going to be in any shape to do more than drool."

Ben slapped his glass back onto the table, splashing water on his sleeve. His green eyes focused on her with a formidable glare. Feeling on safer ground, the blonde glared right back.

"I'm running a war here," she snapped. "I can't afford to have one of my best commanders cooling his heels and waiting for his pal to wake up from his nap just to say 'hi.'"

"And if I'm not here to say 'hi' when he wakes up from that _nap_ , Mandy, the person that put you in charge of this war is going to be very, very upset. And you know what? One of your best commanders will be, too." He leaned in close across the table, his expression uncharacteristically fierce. "Don't you dare try to brush this off and act like Dexter's just going to bounce back like nothing happened. You weren't there. You didn't see what Vilgax did to him."

"Maybe not, Tennyson, but I can see what it did to you."

"What the heck is that supposed to mean?" he demanded.

"You've had friends get hurt and sometimes even killed. You've never shut down like this before."

"Maybe that's because it wasn't my fault they got hurt or killed. Vilgax was after me. He hurt Dexter just for being my friend."

She smirked. "So wallowing in guilt is the answer?" When Ben grew angry she felt some satisfaction that she had generated a reaction out of him. He was usually annoyingly cheerful, but for the last few days he'd been quietly brooding. Mandy understood his concern - she shared it. But the war went on regardless and wouldn't go away just because Ben didn't feel like playing.

"No. Making sure Dexter knows I'm all right and he's getting better is."

"And in the meantime? We've got two days before Cardon will allow him to wake up. Are you going to sit on your duff and mope or are you going to do what it takes to make sure your friend is a little bit safer from the Fusions?"

_**()()()()()()()()()()** _

"Is this wise, Ben? I don't know if you're in any condition to go back to the front lines. You're still upset."

"Yeah, I am, Professor, but I'm not going to be any less upset if I'm in the field. At least I can do some good out there."

"You won't be distracted?"

Ben shook his head, realizing the scientist had never been in combat. "Believe me, when you're in the thick of things you don't have time to think. If I can't focus I'll pull myself out of the fight. I promise."

"All right. Please be careful. For your sake and for Dexter's. He'll need you and . . . I think you need him."

The words were kindly meant but they stung deeply. He dropped his gaze at the mention of . . . he didn't want to call Dexter his boyfriend. Not now. Would they even be friends after this? Could their friendship survive this? He couldn't see it happening. Not after he did what he had to do to keep Dexter safe. Would it be enough? _Need him._ It was an understatement. He loved the redhead completely. More than he ever imagined possible. More than he could put into words. Enough to break things off between them. His heart balked at the thought while his thoughts tried to order themselves and find a way to ease the grief he was was going to cause. Dexter didn't deserve this, but he didn't deserve Vilgax's attack or to be hospitalized with the very real possibility of being crippled, and he certainly deserved more happiness - and security - than the likes of Ben Tennyson could bring him. Ben could feel his whole body ache with longing to keep Dexter, to protect him, to wrap his arms around that small frame and never let him go . . . but he had to let go and he knew the heartbreak would be too painful to bear.

But the pain was nothing compared to what he'd suffer if - or more likely _when_ \- Vilgax ever came back for revenge on Dexter.

"Ben?" Utonium's concern was evident.

"Sorry. I will be."

"I'll keep you updated. He'll want to see you as soon as he wakes up."

"I know. I'll be back."

_At least once more,_ he thought as he headed for the hangar and the KND transport that would take him Florida. He didn't want to leave any more than he wanted to stay. He could not remember a time when he had felt more perfectly miserable than right now, and deep down he knew that this was just the tip of the iceberg.


	20. Nightmare

**Chapter 20: Nightmare**

"Dexter? Dexter, wake up! You're having a nightmare."

He jerked awake, a small gasp escaping him as he opened his eyes to see the comfortable hospital room that had been his home for almost two weeks now. Panting, his heart racing, he forced himself to slow his breaths and calm down. Fear did not release him easily, and he was glad of the Professor's hand holding his head steady. Dexter closed his eyes and pressed his head into the soft pillow, weary of this room and the pain and restraints and the smell of medication.

"Was it the same dream?" Utonium asked softly.

Dexter nodded, reaching up to cover the Professor's big hand with his small one. It was always the same. Whenever he got depressed his sleeping mind gravitated toward a sense of lonely, relentless abandonment, and his injuries from Vilgax, the decision he would have to make today, and the continued absence of Ben left him very depressed indeed. His nightmares set him alone, horribly, completely alone in the world. Unwanted, unloved, despised. He had no voice and no hope as he watched the people he loved – the Professor, his sisters, his teachers, Ben - reject him.

"I'm right here. I won't leave you. Just rest, Dexter. Dr. Cardon will be here in an hour or so."

He was grateful for his adopted father's infinite patience because he knew full well he was not a very good or cooperative patient. He had stopped asking for Ben after three days when he realized Utonium had no answer for him. Ben had gone to Florida to battle the FusionFall that had struck near Orlando and had not returned even though the bulk of the fighting was over and the clean-up was well under way. Dexter was trying not to be hurt and disappointed, trying not to jump to any unfounded conclusions, and trying desperately not to be afraid of what this could mean for him and Ben if it meant anything at all. He just didn't know, but this seemed to be taking the title of hero to the extreme. He dearly wished for Ben's input in the decision facing him. He wanted his boyfriend, but he needed his friend even more.

His choices were limited and there was no easy fix, no perfect solution for his future. The Professor had given his input and opinion, but ultimately the decision lay with Dexter. Vilgax had shattered the bones in his right leg, his tibia in particular when the Chimera Sui Generis had stepped on his ankle. Surgeries, steel pins and rods, physical therapy, and all the good will and loving care in the world couldn't change the fact that Dexter's leg was a mess and the process of healing was going to be torturously slow. Compounding the issue was his age. He was fifteen years old and despite a delayed start, puberty was hitting him hard and fast and finally, after years of anticipation he was maturing, which meant he was getting taller.

He had been looking forward to leaving boyhood behind him for ages, but his timing could not have been worse. His right leg needed to heal, not grow, and he faced the very real possibility of the bones not mending correctly or evenly, which could leave him disabled and probably subject to multiple operations and endless therapy. Dr. Cardon's proposal was to stop his growth until he was fully healed, a solution that promised months of nausea and misery and possible long-term effects. Cardon and another doctor, Darpana Naidadwala from the Mayo Clinic, had explained in great detail the handful of options available to him. Most of them he rejected instantly until it finally seemed he had only one choice left.

"Do you know what you want to do?" Utonium asked softly, sitting on the bed beside him. "Have you decided?"

He nodded, and quietly said, "Yes."

"You're going to go with Cardon's recommendation, aren't you?"

A sigh escaped him, telling his father all. "With any luck I still might grow a bit once the treatment ends."

**_()()()()()()()()()()_ **

The Professor smiled sadly, understanding Dexter's extreme unhappiness. He shared his son's disappointment and frustration that he might not mature beyond his fifteen years, but he was grateful beyond telling that Dexter had chosen this option over the very high possibility of being crippled. He just desperately wished that Ben had not left, or at least returned already. It had taken Dexter a few days to come out of the medically induced coma, and when finally he was fully awake and aware and had his memory back of why he was in DexLabs Medical, he had immediately asked after Ben. Dexter's inquiry had been rather general because a nurse was present, but the moment he was alone with his father, his tone shifted and he went from asking after a friend to worrying about a lover.

Knowing nothing less would do, Utonium had told him everything including Ben's misplaced belief that he was to blame for Dexter's injuries. His son had been exasperated but accepting of the fact that Ben was just being Ben. That the older boy was thick as a brick at times held a surprising amount of charm (and sway) for Dexter. It was clear that Dexter could excuse just about anything Ben did even if he didn't quite understand what fueled the brunet's reactions. Dexter's brand of logic did not exactly jive with Ben's, though up until now their differences had been a steady source of amusement for them both. Somehow Utonium doubted that would be the response this time.

In all frankness, Ben's conduct of late was already of great concern to the Professor. Ben's feeling ran deep, and despite his laid-back attitude he took his responsibility as the Wielder of the Omnitrix very seriously. Protection of what he held dear was of the utmost importance to him, and Utonium knew he viewed his conflict with Vilgax as a personal failure since Dexter had paid the price. He feared the impact of Ben's response on Dexter because if Ben allowed his emotions to rule his head, the upshot could be devastating for Dexter. The tell-tale signs of severe depression were already showing in his boy – quiet, moody, plagued by nightmares, and his appetite, already suppressed by the numerous medications he was taking for his injuries, was practically gone. The only reason Dexter was sleeping was because Cardon, in no mood to mess around with his fiery-tempered employer, knocked him out if he stayed awake for more than eighteen hours at a stretch (Utonium's concerns about possible side effects from so much sedation had produced little more than an exasperated, "Possible side effects include depression, phobias, and aggressiveness, which pretty much tells me his whole life has been one long side effect, Patrick.")

He knew this prolonged absence – this inexcusable absence – was troubling Dexter. As if he didn't already have enough on his mind, worrying about the state of his relationship with friend and boyfriend was not helping the situation or his health. As the Professor sat and watched the child he loved so completely drift off to sleep again, he came to a decision. As soon as the meeting with Cardon and Naidadwala was over, he was contacting Mandy. Like it or no, Ben was coming back here to DexLabs.

**_()()()()()()()()()()_ **

_He wandered through his old house looking for something. Something precious. He wasn't sure of what he sought and he wasn't even sure he would find it here, but he searched nonetheless. The house was as he remembered it from the day he left forever to become Professor Utonium's ward, its outdated colors and decor as unnaturally clean as his obsessive-compulsive mother could make it. He paused to gaze at the pictures on the wall. So many more pictures of DeeDee than of him, but then she was so pretty and he was so awkward._

_Where was it? What was it? He walked up the stairs, ignoring his parents' bedroom since there was nothing in there for him. He avoided DeeDee's room out of sheer habit and entered his own bedroom. Then, as now, his room was an impersonal affair since his real haven was his laboratory and he kept little he valued in plain sight. When he was eight years old his mother had held a yard sale and had sold most of his toys without his permission. He had never asked for another toy since then, nor had he played with the few figures that had not been purchased. The pleasure had been taken out of them, so he threw them in the trash. Neither of his parents had ever noticed._

_Nothing in the room, so he went down to his laboratory. It was dark and cold and he found strange comfort in this. He was used to these things and the sense of loneliness that filled him as he maneuvered the steps downwards. For years he had thought that sense of isolation was natural, and then he had met the Utoniums. When he recognized the void that was his life, he had despaired, but the Professor had refused to leave him alone with his grief and had given him hope and love and a home. A better person Dexter had never met._

_He stood on the main floor of his laboratory, straining his eyes to see into the shadows and wishing he could find what he sought. A shift in light caught his attention. It had been dark moments ago and now a faint green glow appeared a few feet away, warm and steady. With a surge of excitement Dexter felt himself drawn to it, a glowing orb that banished the shadows and cold. It was beautiful. He knelt beside the sphere of light, letting it fascinate him. This, he knew, was what he had been looking for. This was meant for him, and he reached out to take it in his hand._

_His touch extinguished it in an instant, plunging him into pitch blackness and Arctic cold. He let out a cry of anguish, devastated at the loss, and -_

Woke up. Panting in fear, trying to shake off the nightmare, he stared at the ceiling of the room, trying to calm himself. A dream. Just a dream. Well, nightmare, actually, but nothing real. Nothing real-

"Dexter?"

He couldn't stop the little cry of surprise that escaped him. "Ben!"

The brunet stood close beside the bed, his hand on Dexter's arm as he had tried to rouse him from a troubled sleep. Dexter let out long, weak sigh of relief, reaching for him but not quite able to because of the restraints. He was confused when Ben made no further effort to touch him.

"I've missed you," he said simply, wishing he had his glasses on to see him better. What little he could make out was concerning. Ben's face was pale and he seemed completely uncomfortable. Dexter thought that perhaps he disliked hospitals. He couldn't blame him. Dexter was less than thrilled to be here.

"Yeah, I . . ." Ben ducked his head, looking away.

"You look exhausted."

There was no denying as much. "Yeah. I feel it."

"So rest, love."

Ben twitched at that last word, but finally asked, "How are you?"

Knowing how Ben felt about the subject, Dexter was careful with his reply. "Not so bad. I . . . I decided to go with Dr. Cardon's recommendation for dealing with my leg."

"What do you mean?"

"Rather than risk the chance of my legs growing unevenly as the breaks heal, I've started treatment to . . . to stop me from maturing physically. At least until this break fully heals," he finished softly. "Ben? Ben?"

The older teen pressed both hands to his head in something close to despair. "I am so sorry."

"You're not to blame."

He dropped his hands. "Yeah, I am."

"Vilgax did this to me, not you."

"Don't you get it, Dexter?" he snapped, his voice rising in anger. " _I'_ m the one that put you in danger. Vilgax never would have given you a second thought if I hadn't blown it. Now thanks to me you're a target."

"I wasn't exactly diplomatic in my dealings with him, Ben. Responsibility for this is not yours exclusively."

Ben's expression hardened a bit. "He'll be back. He knows who you are and he knows what you mean to me. You're not safe."

A creeping sense of fear was entering Dexter's thoughts. "I'm not safe anywhere. Lord Fuse wants me very dead and my own Fusion double is psychotic. Vilgax can get in line."

"Trust me, he'll cut to the front," mumbled the young man. Gathering himself, he blurted, "Dexter, I can't stay here. I'll just draw Vilgax right back to you."

"If he returns, we'll deal with him."

"No. No. I can't risk having him come here. I can't risk you. I've known him since I was ten. I know what he's like. You just got a taste."

And a bitter one it was. Dexter stared at him, trying to understand and dreading what Ben might really mean by all this.

"I have to go," Ben declared.

"Go where?" wondered Dexter.

"Back to the front."

"When will you return?" he asked softly.

Ben gave him a pained look, casting his eyes down as he said, "I won't."

"What?"

He braced himself and looked at Dexter directly. "I won't be back. I can't come back. Vilgax can track the Omnitrix. I won't bring him back to you."

"Give me time, Ben. I can figure out how to block his tracking devices."

"Dex, he's already hurt you so bad! Don't go looking for more trouble!"

"No. Vilgax injured me. What you're proposing right now is what would hurt me."

Ben stared at him in misery. "Dex . . ."

The redhead looked away, closing his eyes as the whole world crashed down around him. He knew perfectly well what Ben wasn't saying. "Are you going to tell me I'm too young again? Well now I'm going to stay this way. An adult trapped in a child's body. I should be used to it by now," he whispered. "So you've made up your mind for both of us. This is your solution? You'll hand Vilgax this victory?"

"He wants to kill me more than you. You were just collateral."

"And I'm _just_ a kid. And _just_ someone you said you loved before all this happened."

"No! I still-"

"Don't say it, Ben. Please. Just . . . don't." He swallowed painfully at the lump in his throat, grimacing as he tried to hold back the tears that threatened to fall. He gazed up at the young man standing beside his bed. "My promise still stands. _You_ define our relationship. So define it, Benjamin, and be done!"

"I'm sorry, Dex," Ben said, and even through his anguish Dexter knew it was the absolute truth. "I couldn't live with myself if Vilgax came after you. I'd rather have you ticked off and hating me and alive than facing what Vilgax would do to you because of me."

His heart seemed to be fainting. His throat was closing. Head and eyes and leg ached with a pain beyond injuries. The nightmare was real and there was no waking up to escape the fear gripping him. He looked away, not wanting to see Ben, trying to avoid the blur of green jacket as light and warmth were extinguished. The restraints held him fast and he could not twist to the side as he wanted. A sound of frustration at his own helplessness passed his lips.

"Dex . . ." Ben tried desperately.

"Go away," ordered Dexter in a voice that betrayed his every feeling. "It's what you want, Ben. Just go away."


	21. Loss

**Chapter 21: Loss**

"You are the biggest . . . _idiot_ ever born!"

Ben paused in the doorway to the docking bay at the sound of Professor Utonium's voice. A confrontation wasn't exactly unexpected, but at the moment it was unwelcome since he already felt horrible enough. His head was pounding and there was a knot in his stomach and his emotions were raw. Slowly he turned and faced the man, knowing what to expect. Utonium was furious. Beyond furious. He fixed Ben with an ice-cold stare and said,

"I just had to sedate my fifteen-year-old son. He was hysterical and hyperventilating and I had to knock him unconscious to keep him from injuring himself further. He's under the impression that you're holding his age and his decision on how to treat his present condition against him."

"I don't-"

Utonium ignored his attempted protest. "He has no idea of what he's done that you should walk out on him like this and leave him. He doesn't blame you, but he can't help but think that you blame him."

"No!" Ben shot back before he could be interrupted again. He stepped toward the Professor, matching his intensity but not his anger. "I don't blame Dexter. He made the right decision. I know it wasn't easy for him."

"How would you know? You haven't been here."

"You're right. I haven't. But I know how much this cost him. I know how much he wanted to grow up and become an adult."

"You knew that and you still couldn't be here for him?"

"I wanted to, Professor. I just . . ." He slumped, hating himself and the truth. Rubbing his head, he quietly admitted, "I left and it was just . . . _easier_ to be away from here."

"And Dexter."

He erupted, and it felt good in a strange way. "And everything that happened because of me!"

" _But you didn't do this to him!"_

He held his left arm up, displaying the Omnitrix. "Yes. I. Did."

Those gray eyes narrowed in a hearty glare that Ben somehow withstood. "So you're just going to run away again? That's your answer?"

"I'm leaving – and I'm staying away – so Vilgax doesn't track me right back to Dexter. Believe me, Professor, he's coming back. He can't tolerate losing and every time he comes here, that's just what happens. Dexter hurt him and stood up against him and escaped. Vilgax won't stop until he's had his revenge."

"I'd say he's getting it right now, Benjamin."

That surprised him. Dexter had said something similar. Ben frowned. "What?"

"If you go now and don't return, you'll destroy Dexter even more effectively than Vilgax could ever manage. "

"What is that supposed to mean?"

"It means exactly what it sounds like." He shook his head sadly, disappointed in this young man that he held so dear and whom his son loved so completely. "Well. You lied to me and now you're lying to yourself. You're not leaving to protect Dexter. You're leaving to protect Ben Tennyson."

Without another word he turned away, leaving Ben even more desolate and confused than before. His emotions in a tumult, he managed to find his way to the docking bay and the waiting SCAMPER. Ignoring the chattering voices and the greetings hurled his way by people he didn't know, Ben sank into a seat among the other soldiers awaiting transport to the front, leaning back into the cushions and closing his eyes as he tried to sort through his feelings and Utonium's words. There was an odd sensation of burning in his stomach, as if he was poised to leap into battle. Who was he fighting? Himself? He'd never felt so lost and uncertain in his life.

It stung to be called a liar, and he didn't think it was quite true. Everyone lied, but it was the degree and intent that set the severity of the transgression. Certainly he lied in his capacity as the Wielder of the Omnitrix. He lied to protect people and to help in battle and to outwit the people and aliens that would do him harm. When it came to people he loved and trusted, though, he was a rotten liar. He knew what Utonium meant. He had sworn not to hurt Dexter and despite his noble intentions, he knew perfectly well that he had crushed the young genius. In Ben's mind, though, this was less a lie and more along the lines of breaking a promise, which was worse. Was he being selfish by making this choice without Dexter's input? He had known full well the younger teen would reject any suggestion that they break up. Was he running away? Was it from Dexter or Vilgax or himself?

He understood the Professor's anger and frustration with him. Deep down, Ben felt the same wrath that he should be forced by circumstances to make such a choice and walk away from the most wonderful and loving relationship he had ever known or ever wanted to know. He didn't even try to tell himself otherwise – he loved Dexter utterly. There was no fighting the feeling, especially since it consumed him. It was almost frightening how completely the redhead dominated his thoughts and dreams. He loved him, cherished him, fantasized about him constantly, carried out imagined conversations in his head with him, and more than once he'd laughed aloud at the mere memory of things Dexter had said.

If only the Professor could understand the desperation that drove Ben. His conduct and lack of control had put Dexter in this terrible situation and no matter how painful it was, he could more easily accept Dexter alive and hurting than dead (or worse) at Vilgax's hand.

Dexter would be all right. He had his father and sisters to take care of him. Ben would still fight for him even if the only reward he received in the end was the knowledge that Dexter was alive. He couldn't imagine a world without that fiery temper and crazy accent, and he really didn't want to. Maybe someday Dexter would forgive him. He could only hope.

"Ben?"

Surprised, he snapped to only to find himself face-to-face with Number One. The KND's concern was evident as he leaned in and softly asked,

"Are you feeling all right? You look awful. You're pale as a sheet."

He shifted a little, aware of the attention just being Ben Tennyson was generating. "I . . . yeah, I'm just really tired, Nige."

Yeah, he was a crap liar. Nigel Uno gave him a questioning look and quickly came to a decision. "There's a bunk behind the cockpit. Why don't you lie down and try to sleep? I'll make it an order if I have to," he added, gently teasing.

It was too good an offer to pass up, so Ben gladly followed him forward. The narrow, recessed bunk was occupied by half a dozen Rainbow Monkey plush toys and a blanket covered with cartoon characters. He piled a few monkeys up as a pillow and curled up around another and let something akin to sleep claim him. He tried not to think, but a deep, lonely emptiness filled his heart and mind, and no matter what he tried, he could not convince himself that his decision to walk away was all for the best.

_**()()()()()()()()()()** _

He knew what had been done to him as soon as he woke up. The sense of heavy grogginess and the taste in his mouth were unmistakable, and he knew he had been knocked out. Again. Even if it was for his own good, it was still annoying. And where were his glasses? He was sick of the world being one big blur.

_Ben._

Misery such as he had never known slammed down upon him. He had been shocked by Ben's decision to break off their relationship. He was still reeling. So many hopes and dreams – gone. Wiped out. Destroyed. A few words, and the world had ended.

Ben thought he was doing the right thing. Dexter knew that. That did nothing to allay the grief that filled him. He had never known such emotional pain was possible. From the start he had placed his heart and all his trust in Ben's hands. He had dared to dream of forever. And now . . . this.

_Ben._

Even though Ben rejected him as a lover, their friendship was even more important – to them both, or so Dexter had thought. But even that lifeline had been severed. Ben wasn't returning. Was it the notion that Dexter would not age, or not age very far, from this point? He hadn't said anything about leaving until Dexter had told him about his decision. Was the thought of being with a child so repugnant to Ben? He had believed that issue had been dealt with. Hadn't Ben found him attractive? He thought of the morning he had tested the Speed Demon and Ben's hands, so warm and strong, gliding down his sides to his hips before pulling him in close and tight. What was that if not desire? What had happened to make him repulsive?

There was no anger in him, just confusion and uncertainty. Dexter could grasped Ben's skewed logic, though he could not understand why the brunet would think that leaving him would somehow ensure his safety from the likes of Vilgax. Ben knew the alien dictator best. Perhaps he was right. It didn't make the loss any easier to bear. Even if Ben had given up loving him, Dexter could not simply turn off his emotions and stop loving Ben. The connection was too much a part of him to ever abandon.

He thought back, remembering the harshly-spoken words he had flung at the older teen. He should have let Ben speak. He should have listened. Reasoned. Instead he had made demands and shut Ben down just the way Kevin Levin always did and Ben . . . oh, god, Ben had let him do it. Why? Why had he been so stupid?

The twilit hospital room in DexLabs Medical became blurrier still as tears filled his eyes. The pain of his shattered leg paled in comparison to the ache in his heart. There were no hysterics this time, no alarms or rushing about. There was just a lonely, stricken, mourning teenage boy silently crying out his grief at everything he had lost.

_Ben._


	22. Headache

**Chapter 22: Headache**

" _Headache?"_

_He hadn't realized he had an audience as he rubbed his aching neck. There was no point in denying it now. "Yeah. Bit of one."_

" _Allow me." His hand was shooed away as Dexter settled himself behind Ben where he sat on the carpeted floor of the TV room in the private suite. He laid hold of Ben's collar. "Give me this," the young genius said, helping Ben to strip off the green jacket. He set it aside on the sofa and then wrapped both arms around Ben's waist. "Now give me this," he whispered right in the brunet's ear as his hands gathered up the black t-shirt._

" _This is going to help my headache?" wondered Ben, bemused and more than willing to go along with whatever Dexter had in mind. He raised his arms and let his boyfriend take the shirt off his back._

" _Mmm," was the murmured, smug reply. He tossed the shirt on the jacket, following it with his long, purple gloves, and Ben knew he was going to enjoy this since Dexter removed his gloves only to shower, sleep, or get intimate. He pressed a kiss to the back of Ben's neck before reaching up with his hands to massage the spot with a slow, tender touch. That accented voice sounded so sweet and sincere as Dexter quietly promised, "Relax, Ben. I won't hurt you."_

_He closed his eyes, going still and lax as he pondered the genius' words._ I won't hurt you. _A simple promise, but one with so much meaning to them both. Dexter understood. It was so hard to relinquish command and let someone else take charge of the situation. It wasn't the need to be in control that made him that way, but rather the fear that something might get overlooked or left undone. In that respect they were very much alike. Even here, alone in the privacy of Dexter's rooms, it was difficult. From that first kiss, Dexter had always let Ben be the one to initiate intimacy, and Ben had been happy to oblige. He hadn't really thought about it, but by putting Ben in charge, Dexter had actually been the one running the show._

" _Sore?"_

_He sighed and nodded. "I haven't even_ done _anything today."_

" _No," was the gently sarcastic reply. "You're just eighteen years old and a general in a war. Why would you be sore or have a headache?"_

_Couched in such terms, he couldn't help but smile. "Since you put it that way . . . Yeah."_

_It seemed too often in his past that not being the one calling the shots had resulted in some sort of failure or humiliation. People had used his mildness and willingness to help against him, trying to take advantage of him. Even Gwen depended on his desire to avoid personal conflicts to try to manipulate him to get her way at times. With Dexter, though, there was no such fear. The Boy Genius knew all too well what it was like to be surrounded by predators. He understood what Utonium had meant when he had said "_ You're safe, Ben. He knows and loves you, and he trusts you completely." _It was all about trust. Trust and love._

_Would Dexter have liked him if they had met before the Fusion Invasion? Probably not. He'd been at the height of his obnoxiousness. Dexter probably would have jettisoned him from DexLabs without a second thought and Ben probably would have deserved it. Then again, Dexter had been at his most arrogant at that point since his net worth had topped the billion-dollar mark. With nothing to bring them together, they would have been at each other's throats. If nothing else, the war had knocked a lot out (and into) them, and despite the circumstances, Ben was infinitely grateful for what he had with the young man so dutifully massaging his back and shoulders. It was a relationship, not a competition._

_Dexter's hands moved in slow circles, warming his skin and working out the aches in his muscles. "It's been scientifically proven that tension causes a tightening of the muscles in the shoulder and neck, often resulting in headaches in human/Anodite hybrids with a penchant to wear large, green alien watches."_

_He loved Dexter's vocabulary as much as his accent. "Penchan_ _t? Didn't I get vaccinated against those as a kid?"_

" _Proclivity, perhaps?_ _" suggested Dexter. "Predilection? Affinity? There are different degrees of the affliction."_

" _Sounds like I'm going downhill fast, Dex. Is there a cure?"_

" _Just one in such cases," Dexter replied, his breath warm against Ben's neck as he leaned against the young man's back. He snaked his arms around Ben's waist, holding him firmly. Ben could feel the press of stiff cotton fabric and the buttons on Dexter's lab coat against his skin. "Regular and liberal application of redheaded geniuses, preferably with glasses. Gloves are optional."_

_He leaned his head back, nestled close to Dexter. "So are headaches," he murmured happily._

" _I believe additional research and testing is called for, then, Mr. Tennyson."_

" _Sign me up for some of that," Ben managed to say, his capacity for speech vanishing as Dexter kissed his neck._

_They weren't like Kevin and Gwen and their constant, subconscious battle for moral superiority over one another. He and Dex were just . . . together. Neither had to be in charge. Not here. Not when they were alone. Outside in the real world things were different and they both knew where their authority started and ended. But here there was no battlefield, no deadline, no production worries or tactics. Just the two of them, together and equal, enjoying the other's company and person and, oh, good lord, Dexter's hands and lips and . . ._

_Small, strong hands soothed his overwrought body, helping to ease away worry and shut out the world until the only thing that existed for Ben Tennyson was tenderness and love and the smoldering fire that Dexter had ignited with a single look and a kiss. The things he wanted to do with this young man . . . the things Dexter wanted to do to him . . . The redhead was more than welcome to have at it, as far as Ben was concerned, but then he was game for anything, even waiting for Dexter to hit eighteen or (far more likely) lose all patience, throw caution to the wind, and come up with some logical reason to jump the gun (and hopefully Ben) and initiate some serious action. Even if that didn't happen, if this kid's kissing ability was any indicator, the wait would be worth it. And speaking of kissing . . ._

"Ben?"

_He reached his right hand over his left shoulder and laid hold of a handful of lab coat. With one good tug he pulled Dexter around and right into his lap. For a moment he gazed at Dexter, taking in the wanton gleam in his blue eyes before Ben applied himself fully to kissing the breath out of the genius. Dexter offered not a peep of protest, but wrapped his arms around Ben's neck and returned the gesture with equal enthusiasm. He reached up and slid Dexter's glasses from his face with great care, unwilling to break contact or break the glasses-_

"Yo! Earth to Tennyson!"

He blinked, shocked to find himself not in Dexter's arms but in a cold, damp tent. The headache that had spurred the memory of Dexter's version of a cure returned full force and he groaned as he lifted his head and squinted at Kevin Levin. He felt awful and he suspected he looked it too, because Kevin, instead of badgering him, gazed down at him with concern.

"You okay?"

Ben sighed, feeling dazed as he rubbed his face. The damp weather and lack of shower facilities made him feel grubby. "I dunno. Zoning. Headache. Nothing seems right."

"You've been out of it for a few weeks now. Gwen's getting pretty worried about you."

Gwen being Kevin's excuse, Ben figured. Or had his cousin put him up to this, hoping Ben would talk to Kevin? Either way, he was worrying the people he was closest to . . . Dexter included, he was sure.

He accepted the offer of a hand to help him sit up, and he was surprised when his friend sat down beside him. Briefly he wondered what the Osmosian would say or do if he knew Ben's thoughts and dreams were centered around making love to a billionaire genius almost three years younger than him. Not that he'd ever betray Dexter like that again, but he couldn't help but be curious as to how badly Kevin would freak out if he told him.

"What's buggin' you?"

_I can't stop thinking about him_ , provided Ben's inner voice. _I'm tired. I'm lonely. I want to know how he is. I want him back. I want him safe. I want to rest._ Aloud he said, "I guess I'm just overwhelmed." He looked at Kevin and wondered if the older teen had ever been so plagued by memories. "I try to do what's right and . . . I can't tell if I'm making a difference or if I'm making things worse."

"War-wise or Ben Tennyson-wise?"

"Both," he admitted quietly.

Kevin gave him a long, assessing look, and when he spoke, it was with perfect sincerity. "You got the habit of doing what needs to be done. Not what's easy, not always what's right or wrong, just necessary. Sometimes I think you're crazy, but other times I think you have to be some sorta saint. Don't be so hard on yourself if you trip up a bit, Ben. I don't see anyone else stepping up to the plate to do what you do every day."

He closed his eyes, seeking balance and peace and finding neither.

_You're the one who always finds or makes a way to do what's right,_ echoed Dexter's voice.

It was amazing that these two would ever agree on anything, even if they didn't know better. Despite Kevin's reassurances and support he couldn't help but ask himself _what was right?_


	23. Midlife Angst Vs Teen Crisis

**Chapter 23: Midlife Angst vs Teen Crisis**

"Professor? How is Dexter doing? I stopped by to see him but he was asleep again."

Patrick Utonium looked up from the paperwork strewn on his desk to see the very welcome distraction of his daughter standing in the doorway of his large and airy office. Setting aside the role of President of DexCorp International and slipping into father mode, he smiled warmly and rose to greet her.

"He's been doing that a lot, Blossom. He needs it badly."

"But how is he doing?" she pressed, closing the door behind her so they could talk freely. "He's depressed again, isn't he?"

He wasn't surprised she recognized the symptoms. Dexter's was a classic case of depression, though it had been several years since it had hit him quite this dramatically. "I'm afraid so, honey, but that's not entirely unexpected, given everything that's happened and the new therapy he's undergoing."

She and her sisters knew about Vilgax, the attack on their brother and his friend, and the destruction of the Speed Demon. All three Powerpuff Girls felt very keenly that they had not been there to protect Dexter and pound Vilgax into the dirt along with Ben10. They had been stricken by Dexter's decision in the treatment of his shattered leg and swore up and down they would never again tease him about his height ("Well, not _too_ much," amended Buttercup, not about to surrender all rights). Of the rift that had arisen between the two young men, they knew nothing.

"How is his leg?"

He thought before answering. It was a delicate topic. "His leg is . . . almost as good as we could hope at this point. He's probably going to have to have one more surgery on his ankle."

She grimaced, gnawing on her lip as she digested this new bit of information. A little frightened, she looked up at her father with large, pink eyes and carefully asked, "Is – is he in pain?"

"Not much. He's got some discomfort of course, but not as much as you'd think. Trust me, he'd let me know. He's on a lot of medications right now, including some heavy-duty pain killers. That's another reason why he's sleeping so much, Blossom. The more he sleeps, the more we can minimize the use of pain killers."

And the more they could reserve the sanity of the medical staff. Dexter was a poor patient at the best of times, and this was undoubtedly the very worst time imaginable. The hormone therapy designed to keep him from maturing was wreaking havoc on the boy's emotions and moods. The least thing frustrated him to the point of screaming or tears, anger would consume him at the drop of a hat, and he would go from laughing to brooding and back in a matter of a few minutes. There was always food in the room now because his appetite came and went like a light being turned on and off; they had to get nourishment into him every chance they got. He was, in short, a complete wreck, and the saddest part was that he knew it and could not control the intensity of his own responses. The medical staff was fully aware of what he was undergoing and they were being wonderfully patient, but sleep was a welcome escape for all parties concerned.

"Has Ben been back at all to see him?"

The innocent question stung, though Blossom didn't notice that her father's smile was a little forced as he put his hand on her shoulder. "No, honey. Ben's been very busy. He's been assigned one mission after another."

"Not assigned," she corrected with a small frown. "He's been requesting field missions lately. Even before one mission is done he's requesting another. He hasn't stopped since he left here a few weeks back."

He gripped her shoulder, surprised. His concern was instinctive, and like his son he could not just turn off his fondness for Ben despite the harsh words exchanged at their last encounter. That he was driving himself so hard was disturbing and dangerous.

"It's like he's trying to wear himself out or . . . or he's looking to get hurt or something. He's not himself. He's not quite reckless. It's more like . . . well, he cares, just not about himself. I don't know how to say it. Maybe he's really sad about something or got some bad news. We're kinda worried," she added quietly. "Has he emailed Dexter or called him lately?"

"No," the Professor said, his thoughts focused on Ben and this unsettling tidbit of information. "He hasn't."

"I think there's something really wrong with Ben," concluded Blossom. Hopefully she added, "Maybe we can get him back here to visit for a little bit. That would make Dexter happy and Ben could get some rest."

"I . . . I don't think that would work. I don't think he'll come back. Not now."

"I miss him, too," the young girl admitted a touch shyly. She glanced up at her father with a little smile. "I like Ben. He's really nice and he's good company and . . . I think he's cute."

He felt a little twinge of despair at that. He hid it well, not wanting to crush her spirit. "Do you, now?" he asked to buy himself a little time.

Blossom blushed a charming shade of pink. "Yeah. I do. He's really funny and he's really nice and . . . well . . . he's cute."

The only saving grace of this situation was that it was over before it had begun, Blossom just didn't know it. He had enough heartache to comfort up in Medical, and he would gladly spare his daughter the same pain even though her emotion did not run nearly as deeply as Dexter's.

"I'll take your word for it," he said, smiling. "Do me a favor, Blossom. Don't tell Dexter what Ben's been up to. It will only upset him."

"Promise," she replied, then brightened. "If he's awake later can we take dinner to him?"

"Sounds like a plan. Tell your sisters, okay?"

She was backing toward the door. "Will do, Professor. Oh, and Professor?"

"Hmm?"

She dropped her voice, leaning in a little to quietly say, "Don't tell anyone, please!"

"Promise," Utonium whispered back. "I'll see you later."

He watched her leave, once again amazed at his own work and that he had ever created anything so beautiful as the leader of the Powerpuff Girls. Blossom gave him a last, fleeting smile and wave before the door closed and he was alone with his thoughts. A sigh escaped the Professor and he slumped a little, wishing he could unknow some facts or go back to the days when Ben had been a source of comfort and not angst for his family. Dexter had a broken heart, Ben had a death wish, and now Blossom had a crush. It was a nightmarish teenage love triangle starring science, technology, and power set against the backdrop of an alien invasion. Great. His life had become the stuff of a 1950's sci-fi B-movie.

As for Professor Utonium, he had a sudden and not unexpected headache.


	24. Resolution

**Chapter 24: Resolution**

In his dreams he no longer tried to touch the sphere of light. It was too bright, too beautiful to endure his hold. He didn't know if he somehow corrupted it or if it was too fragile to survive any contact, but it was better to resist the urge. Now he wouldn't even reach out to it, but he would sit or curl up on the floor close by and just be with it. So even if he couldn't touch the bright thing, Dexter still had the light and warmth it gave. He was still so terribly lonely though, and the sense of once again having been unwanted was almost overwhelming.

Luckily he only had such vivid dreams when he went to sleep on his own, something he did rarely, especially now that he was undergoing the hormonal treatment to slow his growth. Dexter knew he was beastly, but he was in a world of discomfort and confusion and he could no more stop snapping at people than he could stop breathing. His father and Dr. Cardon had told him to stop apologizing. The medical staff was perfectly aware of what he was going through. Besides, they all worked for him and they knew nothing about his bouts of rage was personal.

He woke up from the lonely dream to a twilit room. The Professor and the girls had brought him dinner earlier and their company had exhausted him. He fell asleep when the girls had just started dessert, and he was a little sorry he had missed out on rice pudding and more time with his adopted family. He squinted at the digital clock beside his bed. It was almost three a.m. He hated waking up at this time. The last round of pain killers had almost worn off and there was nothing for him to do but think. Invariably he thought about Ben and everything that had happened and he'd get depressed all over again. He had difficulty focusing on the good times when the bad times were still so fresh in his memory, but he desperately wanted to avoid wallowing in misery. Dexter stared at the ceiling, trying to rush past the gloom and find something to distract his mind and imagination.

The effort was a failure. His thoughts zeroed in on his last conversation with Ben and the pain-filled expression he'd worn when Dexter told him to leave. He fixated on the memory, on the sharp exchange, and in a moment of clarity he realized something that was at once wonderful and tragic.

Ben still loved him.

In a rush of understanding so many things made sense. Ben had never said anything about not loving Dexter anymore. He might even have said as much if Dexter had given him the chance. The feeling must still be there, intact, buried deep beneath layers of defenses designed to keep Dexter safe.

Ben loved him.

Perhaps it wasn't enough to bring him back, but then, he hadn't entirely gone away, had he? And Ben had said that Dexter was stuck with him.

Stuck on him was more like. Did Ben even remember that promise? He must have, if only subconsciously. He was staying close by DexLabs now, though given the number of missions he was undertaking, he must be exhausted. Perhaps that was his intent. Perhaps battle was his answer to being distraught just as work was Dexter's. He could appreciate the desire to wear himself out, to reach the point where he couldn't even think. Ben was at that point, driven there by Vilgax and the idea that he was responsible for Dexter's injuries.

_Why?_ For a long while the injured boy lay still and thought, analyzing Ben's conduct. He could only conclude that Ben was staying close by to keep him safe, and therefore he still cared. Perhaps he didn't care as much as Dexter did – he wasn't sure what Ben had felt had run nearly as deep as his own devotion – but on some level, he valued what they had been, be it lovers or friends. Knowing Ben as he did, he knew there would be no changing his mind about returning. Ben could be thick, but he was noble and he was doing what he felt was best. No amount of pleading would make him alter his stance one iota, and Dexter wouldn't even try. The young man had to come back on his own, if he ever came back at all. They might be over in Ben's mind, but in Dexter's – never.

What, then, could he do?

Dexter opened his eyes, resolve forming in his heart and head. Since Ben was keeping him safe, he would return the favor. Like it or not, there was no turning off his affection for the older teen, and so he would do what he could to thwart Ben's enemy. Vilgax had tracked them down through the Omnitrix, and so he would take that means away from the Chimera Sui Generis.

"Computress."

"Yes, Dexter?" asked the super computer as she projected a hologram of her robotic form right next to the bed.

"Decrease volume by seventy-five percent," he ordered, not at all eager for discovery by the medical staff. They only ever wanted him to eat and sleep, not work. "Project a screen over the bed."

She obeyed, and immediately a faintly glowing computer screen appeared in the space above Dexter. To his eyes it was simply a smear of color.

"Adjust focus for my prescription. There. Retrieve all data from the DexLabs satellites starting prior to the testing of the Speed Demon. Pinpoint the arrival and departure of Vilgax's space cruiser and begin an analysis."

"Right away," she replied, and it seemed to Dexter he heard a faint tone of relief in her mechanical voice.

Information began to scroll down the screen and Dexter quickly immersed himself in the web of numbers and symbols as he began the search for patterns and anomalies. His interest was sparked, and the thrill of a new challenge quickly filled him. Depression and nightmares were staved off for the time being as Dexter bent his formidable intellect to protecting that which he loved most. It didn't matter if Ben ever learned of what he intended to do for him. Dexter knew, and that would suffice to give him peace of mind and let him sleep at night.

Vilgax was looking for a fight. Dexter would be happy to oblige him.


	25. Desperate, Dangerous, Desolate

**Chapter 25: Desperate, Dangerous, Desolate**

". . . I don't know what to do for him anymore."

"Dunno if there's anything _to_ do, Gwen."

"He's going to work himself to death at this point. Did you see him yesterday? I mean really get a good look at him? He looks awful! He's got no color except the circles under his eyes. I swear he's stopped eating and I doubt he's gotten a decent night's sleep since Vilgax returned."

"Well, he has had nightmares. He told me so."

"Have you ever known him to be haunted like this before, though?"

"Only when he thinks he's responsible for crap other people pull and never this bad."

"But . . . he beat Vilgax."

"Again. Yeah. Sent him home in a basket. And he hasn't been shoving it down our throats like usual, too."

"I noticed. Annoying as it is, I'd rather have him doing that than all this brooding."

"I hear ya. Much as it drives me nuts, at least it means he's acting normal. For Tennyson."

"Has he talked to you?"

"Not much, and not about anything important."

"Has he been to DexLabs at all?"

"What, to see that ginger midget he's friends with?"

"I'm not any fonder of Dexter than you are but for Ben's sake can you _please_ stop calling him names?"

"Ben?"

"Kevin Ethan Levin!"

"Okay, okay. I'll stop calling the little freak a little freak. And no, Ben hasn't been back that I know of. Why?"

"Well, he always eats when he's there, at least, and he feels safe enough to sleep. And . . . well, Dexter is a good friend to Ben."

"When he's not drooling over the Omnitrix or using your cousin as a guinea pig. I could do with some DexLabs right now. This roughing it crap on the front lines isn't exactly what any of us call fun. _This_ is why I never wanted to be a Boy Scout. Camping sucks."

"No arguments from me."

"I'll tell you this much, Gwen – Ben's getting reckless. He's taking the fight to the Fusions, and he's going too far to do it. People are getting hurt trying to cover him when he pushes it to the limit. It's like he cares but . . . not about himself."

"He's desperate."

"Yeah."

"But why? I'm not marginalizing the invasion or his part in leading the fight, but . . . this is new. It's different. I can tell he's hurting. Hurting worse than I've ever seen and I'm so worried for him. I have no idea why and he won't talk to me."

"You want me to talk to him?"

"Oh, would you, Kevin?"

"Sure. Any idea of what I should say?"

"I wish I knew."

**_()()()()()()()()()()_ **

"I'm worried about Ben. He's reckless and getting close to dangerous."

Mandy's entire response was a slight lift of her left eyebrow _. "To whom?"_

Nigel Uno frowned. He had expected a bit more reaction out of her, but what little Mandy offered was very telling to someone that knew her well and worked closely with her. He knew his complaint wasn't anything new, but he could also tell she was concerned. Though her motives revolved around beating back the Fusion invasion, Mandy valued the people under her because they were the tools she needed to achieve her goal. Right now her best tool was broken.

"Himself and my troops," snapped the leader of Sector V. "Have you seen the casualty numbers lately? They've increased fourteen percent in the last few weeks. Ben's refusal to back off when told is getting a lot of people hurt."

_"It's also upped our success rate by twenty-two percent in that same amount of time."_

He had been hoping she wouldn't throw that number at him. Number One folded his arms as he regarded Mandy's scowling face on the video screen before him.

"He's not obeying orders. He's throwing himself into the thick of things as if we can just call up and order another Ben Tennyson to lead our ground troops if he happens to get himself killed."

_"He won't."_

"I wish I had your confidence, Mandy. In the meantime, what am I supposed to do?"

Her gray eyes grew hard and even colder than usual. _"Back him up."_

"Are you mad?" barked the teenager.

_"He's getting results, Number One. Good results. Yeah, people are getting hurt, but morale has never been higher now that people see we can win this."_

"My troops are more anxious than happy. He's driving himself to the point of collapse and we may not be able to catch him when he falls!"

_"What do you want me to do? Relieve him? I can't stop him. I don't know of anyone that might be able to make a difference except Dexter and right now he's in no shape to do anything but try to learn how to walk again."_

"Order him to stand down."

_"Trust me, he won't listen to me. He's got the most powerful weapon in the universe strapped to his wrist and who am I to stop him if he decides to use it in the middle of a war?"_

"It's burning him up!"

_"No,"_ she said with authority. _"He's doing that to himself."_

"At least order him to carry his Null-Void with him in battle."

_"I'll get his usual argument against it."_

"Then can you have Dexter at least speak to him? Reason with him?"

_"I tried. Twice. Utonium wouldn't let me near him or communicate with him. That tells me Dexter's already given it a shot."_

"And the fact that Ben's a danger to himself and others tells _me_ that he failed. Wonderful."

She drew a deep breath, as tired as he was. _"Nigel, this is just one more event in this war. We have to deal with things as they happen."_

"And when he screws up?"

_"Try not to let that happen, Number One."_

**_()()()()()()()()()()_ **

Sitting alone on the edge of their temporary encampment outside of Hometown, Ben supposed this was what it was like to be heartsick. The pain in his heart and his head eclipsed his battered body by far. It was a feeling he wouldn't wish on anybody, but he strongly suspected he was far too late in his desire to spare the one person that deserved it the least.

Everywhere he looked, he was reminded of Dexter. It didn't help that so much of their equipment was manufactured by DexLabs, but more than that, it was the little things that jolted his memories and made him miserable above and beyond the discomforts and fears that accompanied the front lines of a war. Even when he needed attention for all the scrapes and bruises he was accumulating at a record pace, he avoided the medics because their white coats and purple latex gloves were too familiar for comfort. Pretending the showers were hot always brought him right back to the shower in Dexter's private rooms and standing under a waterfall of hot water as he rinsed his hair. He should have dragged Dexter in there with him, fully clothed or not. He wished he had, just to hear him sputter and gasp. Every mouthful of coffee was a reminder of drinking from Dexter's cup. The younger teen didn't take his coffee as sweet as Ben did, and he found himself using less sugar just because Dexter did, so he could remember the taste of stolen kisses. He would wake up from dreams so real that he looked for the redhead sleeping beside him, only to find himself cold and alone. His sense of desolation was complete, but in that overwhelming loneliness was the knowledge that in this wretched state, he was keeping Dexter safe. It was poor comfort for his aching heart, but the situation was of his own making and he would rather live with it than in a world without Dexter.

The only solace he had was battle. That was the only place Dexter could not follow (or could he? Did he still wait up for news whenever Ben was fighting?) That was the only place where he felt he was making any real difference to this war. He gave each conflict everything he had, sometimes even more than that. Nothing less would do. It wasn't a need to prove himself right to Utonium and Dexter. He needed to prove to himself he was right, but what was more, he needed to know Dexter would be safe from Vilgax's wrath. For that he would suffer any misery.

Was the Professor right, then? Was he doing this to protect himself and not Dexter? It didn't seem that way at all, but he could not dismiss the doubt. He leaned his elbows on his knees, staring at the muddy, leaf-strewn ground. Autumn was here in all its dreary, soggy glory. Ben sighed, realizing how terribly tired he was and how much he missed hearing from Dexter now and then and knowing what awaited him every time he returned to DexLabs.

The dried leaves rustled as someone approached and he looked up to see Blossom moving toward him, a small smile on her lips as he noticed her. Pretty and smart though she may be, Ben felt his heart fail a bit at the sight of Dexter's younger sister. He had seen the Powerpuff Girls once after returning from Black Rock Desert and he had been so far gone in shock that he barely remembered the meeting. Since then he had been actively avoiding the triplets, but he knew he was cornered.

"Hi, Ben," she said, looking so vibrant and warm in comparison to the bleak day. "Can I sit with you?"

"Sure thing," he replied, sliding over a little to make room for her. "Pull up some rock."

She sat down beside him and gave him a long look. "How have you been?"

"Hanging in there," he replied, dreading the moment she brought up Dexter. "Busy. How about you?"

Blossom shrugged a tiny bit. "The same, I guess. You look tired."

"I've had a lot to do."

"Maybe you should take a rest. You're wearing yourself out."

"So everyone keeps telling me. I have to keep going, Blossom. I can't stop."

"Why not?"

"I've built up momentum here. We're on the offensive. It's the only way to win."

"That doesn't mean that other people can't step up and lead, Ben."

He held up his left arm, displaying the Omnitrix. "Yeah, but other people don't wear one of these."

"At least take a little break. Everyone else does. You can't keep up this pace."

He smiled. "Sure I can."

The redhead smiled and nudged him with her elbow. "No you can't."

"Watch me," he answered, rocking to the side a bit.

"You're going to hit a brick wall."

He dismissed her worries with a playful wave. "Done that more times than I can count."

"Same here and it hurts every time."

They shared a brief laugh, and then she became serious again. "Why don't you come home with me for the weekend? You can sleep in a few days and I know Dexter would love to see you."

He stared at the ground again, fighting to control his voice. "I . . . I can't, Blossom."

Unaware of the pain she caused, the teenage girl softly begged, "Please, Ben. He's so terribly depressed. I've never seen him so unhappy. The physical therapy is really painful and the treatment to stop his growth makes him really snappish. I think not growing upsets him a lot more than he lets on. He was doing well with it for a little while. The Professor thinks he was working on a new project, but he either gave it up or finished it because now he's back to where he was a month ago. He's scheduled for surgery on his ankle tomorrow and then he's got to start trying to walk again. He misses you and . . . he could use a visit."

It seemed almost unfair to be told so much more about Dexter than the Boy Genius probably knew about Ben at this point. When finally he looked up again, Blossom was gazing at him with wide, pink eyes, and her expression was pleading.

"Did you two have an argument or some sort of misunderstanding, Ben?"

"No," he said softly, unwilling to explain any further. He rose and dusted off the seat of his pants. "I just can't come back now."

"I miss you, too," Blossom whispered as he walked away. He pretended not to hear and did not look back, afraid of what he might see in her face.


	26. Proposition

**Chapter 26: Proposition**

_"Sir? Your, uh, guest is here a little early,"_ called Morton over the comm unit. _"Shall I have him escorted to your location?"_

Dexter looked up from his partially completed homework. "Yes, Sergeant. That would be fine," he said, and immediately began sweeping all his worksheets into a pile. He had resumed his (slightly abridged) schedule of classes soon after the third surgery on his leg, and he had to admit it was good to have a new distraction now that his program to block Vilgax from tracking the Omnitrix was completed and loaded into all the DexCorp communication satellites. In theory it should work, but until Vilgax returned there was no real means of testing his work. In the meantime, the only thing he had to look forward to today was being allowed to skip physical therapy, but he had the feeling he was going to regret not being put through his paces.

He glanced at the clock on the wall a little anxiously. Mandy had called a meeting of all the leaders in the Fusion War, set to commence in less than an hour. Most people would be attending via video and comm units, but the handful of heavy hitters in the war that were in the area had been invited to attend in person, such as the person presently on his way to join Dexter.

He paused for a moment to clench his hands, realizing he was trembling. His nervousness had nothing to do with his visitor. In forty minutes he would be seeing Ben for the first time in almost four months and he wasn't sure he'd be able even to look at him, let alone possibly have to speak to him if only by comm unit. It was frightening, very much so, and if he could have, he would have avoided this summit meeting. If Ben had been attending in person he knew he would never have been able to go. As it was he was feeling sick to his stomach already.

Blossom in all her innocence and ignorance had thrown gasoline on the fire when she announced that she had met Ben in the field. Her report of his deteriorating condition and his refusal to return to DexLabs, while not surprising, was remarkably demoralizing for Dexter. Listening to his sisters giggle and squeal at how cute they thought Ben was (and they thought he was adorable for many of the same reasons Dexter did and in great detail) had been torturous. Thankfully the Professor had saved him, but the hurt ran deep and alone in his bedroom, Dexter had a sleepless night that was one of his most dismal to date. Since then the nightmares, temporarily banished, had returned. The Professor, he could tell, was very worried about him and Dexter knew that if he didn't start improving odds were good he'd be back in Medical, quite possibly the last place on earth he wanted to find himself again.

He straightened the papers with his usual care and set them aside before stacking his books by size and lining up the pencils he had been using. His compulsive behaviors had always amused Ben immensely, and very often the brunet would hide or move his things, just to get Dexter riled. He missed those annoying little shows of affection more than he ever would have thought possible.

When the door opened he was ready, at least, but he did not rise to greet his visitor as he normally would have. He could not stand or walk unaided, and he didn't want to reveal that weakness quite yet.

"Dexter," said a sharp, nasally voice.

The young scientist felt a glimmer of amusement at the sight of a striped tie, legs in desperate need of a tan, and a high-cowled cape. "Mandark," he replied in softer tones, waving the security escort away. Computress was the best watchdog available and really, he the only danger he was in was that he might lose a verbal sparring match (though it was not likely).

A frown creased the older boy's face as he took in his rival's appearance. "You look awful."

A small snort escaped him. "You look the same," he replied, deliberately vague. "When are you going to stop wearing a belt with suspenders?"

It was Mandark's turn to snort. "I like having back-up plans for everything." He gestured at his torso. "Call it insurance."

Their traditional opening exchange of barbs dispensed with, Mandark gathered his cape around him like some scrawny vulture and sat in the chair next to Dexter. "Is this where the meeting is taking place?" he asked critically.

"No. This room is too small. We're holding it in the executive dining room. I was just in here to finish my homework."

"Homework," sneered the owner of Mandark Industries. "Really, Dexter, you think as my only rival you'd have the decency to have yourself declared an adult."

The fact that he was recognized by the courts as an adult and Dexter was not really did bother Mandark because he mentioned it every time they were together. That or he was trying to brag and Dexter just never took the bait. "What works for you does not necessarily work for me. I wouldn't apply to the courts even if I could, and the terms I agreed to with the government say I can't be declared an adult until I'm of age, and even then Professor Utonium will retain authority over me. It's very enjoyable being Professor Utonium's ward. He's a good cook and he's very kind and it's quite nice to have an intelligent adult around to make decisions. You should try it."

Mandark's parents, hippies to the core (though not nearly as scatter-brained and useless as Dexter's mother and father), had been horribly disappointed with their son's materialistic gains and scientific bent. They had gladly supported his bid to be declared an adult but had declined his offer of wealth (unlike Dexter's parents, who lived comfortably in Colorado and were paid to keep away from him). As far as Dexter knew, Ocean Bird and Wind Bear were living under a rock in some hippie commune in California, tie-dying t-shirts, weaving belts from hemp, and ignoring daughter LalaVava's constant whining to go back to civilization.

"Fine. I'll take Green."

"Get your own monster," he shot right back. Mandark had a constant campaign to lure Kilroy Green away from DexLabs, as much for his intelligence and ability as for his close connection to Dexter and the Utoniums. Green, Dexter knew, had an entire file full of job offers from Mandark Industries, but he had absolutely no interest in ever leaving DexLabs or the people he considered his family.

"Selfish."

"Lazy."

Mandark stared at him for a few long moments, gauging his condition and attitude. "DexLabs has been quiet of late."

"No we haven't." Dexter smiled faintly. "Not everything we produce is subject to mass marketing. You know that."

"What about the Speed Demon?"

He hid his surprise that Mandark knew about the project. It hadn't exactly been kept secret, but neither had it been widely announced.

"It was successfully tested," he admitted, masking all reaction. Turnabout was fair play, however, and Dexter went straight for the jugular. "How goes the EVOlution Project?"

Mandark was almost as adept as Dexter at hiding his response, especially since the EVOlution Project _was_ top secret and until this moment he had no idea Dexter knew about it. Mandark was working with Providence and private contractors to develop a means of deactivating the nanites that caused people and animals to mutate into fully-fledged EVOs. Dexter had little interest in the proposal (and anything to do with Providence, thank you Rex Salazar, you whore) and hadn't even bid on the project. He had kept an eye on the ongoing research, however. Still, Mandark played it off well, affecting a casual air.

"We're still having problems with getting the beam to penetrate through the subjects. Most EVOs develop exoskeletons that inhibit the beams from getting past the first few layers of cells."

"Have you tried combining the EVOlution Beam with a transit beam to allow for penetration?"

"That's slated for next week's testing," stated Mandark coolly, not about to admit that his arch rival had just handed him a whole new direction for his research. Not fooled for a moment, Dexter simply nodded, heartily aware that the older teen was staring at him very intently. He returned the look with less intensity and more amusement, wondering what Mandark was up to now. There was a reason he'd come over early and it wasn't to make small talk. Dexter assumed the next topic would be DeeDee, and he would have the pleasure of seeing Mandark reduced to mush at the mention of his older sister.

"You're not well," was Mandark's next, unexpected statement. His dark eyes narrowed behind pointed glasses. "You're depressed again, aren't you?"

There was no denying it. "An astute observation."

"Don't forget I've known you for years, Dexter."

"Stalked me is more like."

"Call it what you will, Dexter. I know what you need."

He felt a chill run down his spine. Was it possible Mandark knew about Ben? How could he?

"When's the last time you actually laughed?" demanded Mandark.

"Evilly or for the fun of it?" He had to think. When had he really laughed last? Not since . . . not since Ben had said he'd go to Nevada. That had been such a pleasurable afternoon . . . and evening . . . and night. Aloud he said, "A long time."

"You need more companionship."

"You sound worried."

"You're no good to me down in the dumps, Dexter."

_"Sorry,"_ was his sarcastic reply, glad they were on safer ground now. "So what are you proposing?"

"Myself."

"I beg your pardon?"

"Think about it. We have no peers but each other. Why shouldn't we expect more from one another?"

"More?"

"You need distraction and activity and something to challenge you. Let it be me. Let me take you out."

"Are you proposing a play date, Mandark?"

A small growl escaped the older teen's throat at Dexter's deliberate obtuseness. "Not _play_. A date, Dexter. I'm asking you out."

Astonished, Dexter gaped at him. This he had not expected. "Out," he finally managed to say. "With you. Me. With you."

He rolled his eyes, realizing he'd stunned the redhead. "Really, Dexter, you're dense as lead sometimes."

The insult grounded him a bit. "I thought you were in love with DeeDee."

"I am, but beautiful as your sister is there's no denying she is not a stimulating conversationalist. Neither are you at the moment, but I can make allowances."

"You want to cheat on my sister with me?"

"I'm not going out with your sister!"

"Oh. Wait. That's right. So . . . ?"

"A relationship of convenience," Mandark said, leaning on the table. "I find you attractive in a number of ways. You're intelligent and good looking in your own way. It wouldn't have to be an exclusive relationship. We could meet. Talk. _Experiment_. You can't tell me the only thing you think about all day is science," he said with a sly smirk and a suggestive gleam in his eyes.

Dexter blinked. Mandark could not be more different from Ben Tennyson if he tried. Physically he was taller than Ben, though younger, his features were sharper, and his coloring more severe. Intelligent, ruthless, jealous, impatient, and a loaner, Mandark was almost as disconnected from the real world as Dexter, having little concept of pop culture, fashion, or taste. Ben on the other hand was (until angered or attacked) mildness itself, easy going, social, and a born leader. He was keenly intelligent in ways that fascinated Dexter since the things Ben was adept at doing could not be learned in books. Mandark was natty, Ben was a slob by comparison. Mandark needed rigid structure, Ben needed smoothies. Mandark hated to lose (especially to Dexter) whereas Ben Tennyson simply _did not lose_.

"No," Dexter said carefully, not committing himself to anything. The mere thought of the brunet was enough to make his heart ache with renewed pain and longing. "Sometimes I think about food."

"Not often enough. I'm serious."

"I know you are," he replied quietly. Would Mandark care that Dexter was not going to mature much past this point? That odds were good he'd spend the rest of his life sounding like a little boy? He'd always suspected that his small size was part of what attracted Ben, who was no giant. He wasn't sure Mandark would feel the same allure. "And I'm not unaware of what you're offering or what it takes to proffer something like that, especially to me."

"Let's hear the arguments," said Mandark, flopping back in his chair expectantly.

Despite himself, Dexter smiled a bit. It was strangely touching that Mandark should propose himself as a prospective lover even thought Dexter doubted he wanted something as casual or detached as he was suggesting. What would it be like to kiss Mandark? He eyed those pale, narrow lips and had to yank his mind back away from thoughts of tofu. He couldn't imagine kissing Mandark being anywhere near as enjoyable (or messy or unsanitary or out of control) as kissing Ben and he knew without pursuing the idea that he didn't want to find out. He glanced at his fellow genius' ear and tried to picture himself doing to Mandark's ear what he'd done to Ben's on more than one occasion. It wasn't pretty. He could practically hear that nasally voice saying, _Dexter, I trust you brushed your teeth before you put your tongue in my ear?_ versus Ben's happy little almost-squeal of shuddering pleasure.

"I can't, Mandark. You're an adult, I'm a minor. What's more, I wouldn't want to be a replacement for my sister. DeeDee thinks the world of us both and would see such a relationship as betrayal."

"She wouldn't need to know. No one would."

" _We_ would know. But I thank you, Mr. Astronomonov, for thinking so highly of me, and for your concern."

Mandark regarded him with the dark, slanted eyes he'd inherited from his half-Russian, half-Japanese father. Dexter feared he guessed far more than he wanted the older genius to know.

"My offer stands," he finally said.

"Until DeeDee says yes to going out with you," amended Dexter in a less-than-subtle hint.

"Fine."

"She's here at DexLabs. Ask her today."

"Trying to get rid of me?"

"No. Her."

They glared, but it was completely ineffective and both boys ended up laughing a bit at themselves. There was no lingering awkwardness, and their weird brand of friendship and rivalry was intact. Neither thought any less of the other for the offer or refusal, though there was a hint of wistfulness about Mandark.

"We should get going," Dexter said abruptly. He hesitated as dread, momentarily held at bay, flooded back through him. He did not want to do this, did not want to face Ben, did not want to face rejection . . .

Mandark stood. "Let's get this over with, then. Coming?" he asked when he reached the door and realized the shorter boy was not directly behind him as expected.

There was nothing for it. Dexter leaned over and picked up the crutches from the floor by his chair. Mandark's eyes grew wide as he watched Dexter struggle to stand. Hurrying back for a better look and to pull the chair out of the way for him, Mandark took in the brace keeping his right leg rigid and Dexter's relative clumsiness with the crutches.

"What the hell happened to you?" was the shocked demand. "I thought you said the Speed Demon was a success!"

"It was."

He grimaced as he moved. Dr. Cardon would not allow him to use an exosuit yet and insisted he get used to the crutches for the time being. He needed the exercise badly.

"Then what happened?"

"Vilgax," was all he said, leaving Mandark to catch up as he went to confront his fear.


	27. Blue to Green

**Chapter 27: Blue to Green**

For Dexter, the meeting was an hour spent in hell.

By unfortunate chance he ended up sitting almost directly opposite Ben. Though they saw one another only as holograms, neither could move to different spots and so were both forced to simply deal with the situation as best they could. In the end Dexter just gazed at his hands and the paperwork before him, while Ben paid strict attention to whomever was speaking. When they thought it was safe they stole glances at one another, avoiding eye contact at all costs. Ben's weight loss and obvious fatigue frightened the young genius. Blossom was right. He was burning out at an alarming rate.

Professor Utonium, seated between Dexter and Mandark, gave Ben a pointed look as if asking _Was it worth this?_ From the corner of his eye, Dexter could tell that Ben endured the disapproving gaze for the last moments before the meeting was called to order. His guardian's steady and reassuring presence was the only thing that allowed him to survive the fast-paced council as Mandy updated her top-ranking commanders and their staffs on the war's progress. Even so, most of what happened and what was said went completely unnoticed by Dexter as different department heads and commanders made their reports.

". . . Fusions have stepped up the attacks in the areas of Hometown and the Citiesville suburbs. We've had five separate battles in those areas in the past two weeks," Mandy was saying.

"Somehow the Fusions are getting reinforcements," added Number One, standing. "They must have a steady source of Fusion Matter close by. The attacks have been rapid-fire and despite losses and damage, their numbers are consistently high. Thus far we haven't been able to determine who the leader is."

Dexter looked up, his interest piqued slightly. He stared at the Leader of Sector V and almost faltered because he could feel Ben's eyes upon him. Trying to calm his suddenly difficult breathing, in a voice that sounded hollow to his own ears, he slowly and carefully asked, "Has an analysis been done of their movements?"

"No," Number One replied, pushing his sunglasses back into place as he addressed the young scientist directly. "We haven't had time or means, but that would give us a better idea of who we're up against. Can you do it?"

Despite his best efforts at control his gaze shifted to the side and for a moment his eyes locked with Ben's. Instantly he faltered, his thoughts scattering in light of the pain and fatigue and loneliness he saw . . . or was he just seeing what he himself was experiencing? He never felt anything so intensely in his life as he stared into those green eyes. He could not love him more than at this instant, and the sense of loss and longing were almost overwhelming. It seemed as if the whole world fell away leaving nothing behind but him and Ben and emptiness.

"Dexter?" Mandy quietly demanded from beside him. She was unused to seeing him as anything less than a commanding, demanding control freak. This sudden and unexpected spell of emotion she could only attribute to his appalling physical condition.

"I -"

Beneath the table he felt the Professor's touch on his leg, trying to assure and bolster him. Dexter closed his eyes, taking a few deep breaths and trying to expel the sudden weakness that seized his whole being. He was keenly aware that he was the center of attention right now, and it was an unwelcome sensation. He kept his gaze downcast, but he could still tell that Ben was standing next to Number One, anxious and agitated and watching him closely.

"Yes, Nigel," Dexter said. He was unable to manage little more than a whisper as he spoke. "I can do it."

"You're sure?" Number One asked, clearly uncertain about asking anything of him after this bewildering display.

Dexter nodded, sitting up straighter. "I'll do it. Send me all the relevant data."

"Right away," assured the bald teen, resuming his chair. He gestured, and after a moment of hesitation Ben reluctantly sat again. An awkward pause lingered for a few seconds, and then Mandy got on to the next point, leaving Dexter to climb out of the mire of his own emotions.

The Professor leaned close and whispered, "Do you want to leave?"

If only he could. "We're almost done," he murmured back.

"I can stop the meeting."

Dexter shook his head, appreciating the offer but lacking the drive needed to move. Spurred by concern for their chief financer, Mandy wrapped the meeting up with ruthless efficiency and speed. Within minutes the dozen or so holographic images scattered about the dining room vanished. Dexter could not bring himself to watch as the hologram of Ben and Nigel flickered to nothingness. The people present filed out, talking in subdued tones, and finally Mandark rose. He looked down at the Professor, then beyond him where Dexter sat in silent misery. Quietly he stated, "Tennyson's a fool," before he wrapped his long cape around his scrawny frame and left them alone.

He felt the Professor's hand rest gently on his back. For a while they sat in silence as Dexter tried in vain to rise above the unhappiness that filled him. He could sense depression stealing upon him like a shadow as surely as he felt himself tremble or felt himself pulled into a loving embrace. There was soft fabric against his cheek and fingers stroking his hair as his father held him close and tried to soothe away some of this grief. Time had done nothing to ease his heartbreak - instead it had intensified.

"Why can't I let go?" he wondered aloud in a voice that cracked.

"Because you care," was the simple, honest reply, "and you have hope."

A long sigh escaped him. "I wish I could stop."

By his tone of voice, Dexter knew Utonium was smiling, and his answer proved how well he knew and loved his son. "No, you don't."

**_()()()()()()()()()()_ **

For Ben, the meeting redefined torture.

The comm link was established after all the people attending the meeting were assembled, and to his dismay he found himself facing Dexter almost directly. Ben softly gasped to see the projected image of Dexter was as white as his lab coat and looked moments away from collapse, and with a pang he realized the younger boy was deliberately avoiding having to look at him. That hurt, but he knew perfectly well the situation was of his own making and despite the misery they both felt, it was for the best.

Or so he tried to tell himself time and again, but seeing Dexter so frail and depressed (he could see it in every aspect of the redhead from his posture to his gestures to his silence) almost made him drop everything and rush back to DexLabs. Utonium's hard gaze sobered the impulse much the way a bucket of cold water over his head would have, however, and Ben found himself grateful when Mandy started the meeting.

He heard next to nothing of what was being said and retained even less. It was fortunate he wasn't making his report because he would not have been able to string three words together. Sitting in the Sector V tree house with Kevin and a dozen KND operatives, Ben had never been more aware of loss in his life. He tried to focus on whoever was speaking, but in truth his every sense was bent upon Dexter.

More than once he saw that Mandark, sitting to Utonium's left, was watching him. The dark-haired genius was little more than a name to Ben. Most of what he knew about Dexter's arch rival had come from Dexter himself and was therefore biased, but the descriptions he'd been given were spot-on and he had no reason to doubt the truth of everything else Dexter had said, up to and including the claim that Mandark was not as smart as Dexter. Like Ben and his old childhood bullies, it seemed the two boys had reached an understanding and their relationship had settled into something more mature than trying to outdo one another at everything or simply destroy the other. Why the sudden fascination with Ben Tennyson, he could not say, but he assumed Mandark had a professional interest in the Omnitrix. He didn't know or care – Dexter was here, and he had no time to waste on the likes of Mandark Astronomonov.

When Dexter reacted with interest to Nigel's report, Ben could not keep himself from staring at the redhead. He had the look of a person that had born pain for a very long time, to the point of being used to it. There was no way Ben could know, but he shared that trait with Dexter now. And when Dexter looked at him . . .

He felt a jolt as his he'd grabbed a live wire when he looked into those blue eyes. It seemed for a moment that he was feeling everything Dexter was feeling and their anguish was the same. How could he have left? What the hell had he been thinking? How could he live with being the one to hurt Dexter so deeply?

He was on his feet, aching to somehow get there, be there, make everything better as Dexter struggled with a rush of emotion none but Ben and Utonium understood fully. Perhaps it was his expression or his sheer pallor or the small gasping breath he took, but suddenly Ben was transported back to the salt flats of Nevada and the memory of Dexter confronting Vilgax. Even injured and captive, he had been defiant to the end.

_More than you could ever understand . . ._

Vilgax. What the Conqueror of Ten Worlds would do to Dexter if the genius ever fell under his power again . . . If that ever happened, it would be Ben's fault, and what that would do to him . . .

And that would be so much worse to live with. He didn't think he could or would live long with such supreme agony if Vilgax killed Dexter for loving Ben.

Reality rushed back upon him when Dexter spoke. The redhead recovered slightly as he promised his help. Nigel gestured for Ben to sit down again and he did so when Kevin tugged on his jacket. A strange numbness took him, and his head was buzzing like a hive of bees. His thoughts and his heart were racing as he endured the rest of the meeting, and he felt as if the light had been turned off in the room when the hologram of Dexter vanished. Instantly Kevin confronted him.

"What the heck was that about?"

"I thought . . . I didn't know . . ." Ben finally replied.

"What? Dex? You knew he got hurt."

Ben shook his head, momentarily speechless. "He's worse than I thought."

"Not much you can do from here," his friend replied. Despite his casual tone Ben could tell Kevin was somewhat concerned, though he suspected it was more for his sake than Dexter's. "Besides, you're not in much better shape than the squirt."

Before Ben could make a suitable retort, Number One joined them. "Right," said the KND leader, "that's all the battle data off to Dexter. Any idea of what that was about? I know Dexter hasn't been well of late, but I was afraid he might collapse."

"He's in pain," Ben said, knowing it was true on many levels.

"Frankly, you don't look much better, Ben. Maybe you should get some rest or something to eat."

"Eat," voted Kevin.

Nigel liked the suggestion. He ignored Ben's reluctance and decided for him. "Mmm. Food sounds good. I say we eat, too. Then you get some rest, Commander."

"Outvoted, pal," declared Kevin, clapping Ben on the shoulder and steering him toward the stairs. Ben went not so much because he was hungry – he wasn't – but because he needed to keep his energy levels up. He was suddenly grateful for the two young men with him and their brusque way of showing friendship, and he silently prayed that Dexter found similar comfort with his family.


	28. Realization

**Chapter 28: Realization**

Even Dexter, used as he was to taking on Herculean tasks, was a little overwhelmed by the sheer amount of information Number One relayed to him. Five battles, two of which lasted more than two days, produced an immense number of reports, not to mention photos and videos and maps of all sorts and forensic samples and satellite images and radio transmissions and articles and charts and hand-scrawled notes among other things, all of which had been scanned and saved and sent to Dexter for analysis. He could see why Nigel had said they hadn't had time to go over everything. Even with Computress to help, he knew it would take him days.

Given the state of his emotions, he welcomed the task. In part it was mundane, little more than busywork and data entry, but at the same time it was highly specialized and required an innate knowledge of war and battle to draw the necessary conclusions. While he had analyzed many scientific samples in his young life, Dexter had never been faced with anything so complex or layered or comprised of so many components. So much of his concentration was required that his heartache, so sharply brought to the fore by seeing Ben again, was relegated to the back of his mind as he focused. At the same time Commander Tennyson, as one of the primary players in this surprisingly predictable game of war, was at the forefront of his thoughts.

Since he was not allowed down into his laboratory on crutches (Cardon being all too aware of what a dangerous place it could be) he was forced to work in one of the meeting rooms and very soon the large table was covered with stacks of paper and assorted necessary instruments and the walls were hung with charts and maps of Citiesville and Hometown. On the first day one of the cleaning staff had tried to straighten up while Dexter was at physical therapy. The Rage of Achilles was nothing by comparison to the eruption that followed when Dexter realized his research had been disturbed. After that Utonium and Green were the only ones who dared venture into the room, and then it was usually to make sure Dexter ate, took his medicine, attended physical therapy, and didn't try to sleep at the table like he often slept at his work station in the laboratory. He was happier (and safer) left alone in this case, mostly because he often at his most brilliant when left to his own devices. And so he hobbled about the room, leaning heavily on the table since the crutches were a bother, throwing paper all over the floor and making sense out of the chaos of battle.

Like the program that (hopefully) blocked Vilgax from being able to track the Omnitrix, he saw this challenge as yet another means of keeping Ben safe – or as safe as he could make him – and so he poured himself into the project. From the onset, though, he saw a disturbing pattern emerge. By the time he amassed the data from the third battle he knew what to expect. He abandoned most of his duties and his already overdue homework to give the analysis as much of his time as possible. Two days later, as he sifted through the information that was relevant and discarded that which was not from the fourth battle, he was positively frightened.

It was when he was starting to enter the information on the fifth battle that the sixth began. Computress chimed in that Fusion Monsters were on the move and heading for the Citiesville harbor.

"Record all data for this analysis, Computress," ordered Dexter.

"Do you want to hear the transmissions?"

He hesitated the tiniest bit. He had been listening to the communications between commanders in almost every battle. He knew perfectly well he was motivated out of desperation to hear Ben's voice and to know he was well. "Yes. Project a diagram of the battleground. Indicate key individuals and troops and the Fusions as well."

He sat and watched, listening intently to the jumble of young voices as they relayed orders and information. Instinctively he focused on the small marker he knew represented Ben as the young man was faced by three Junkasaurus monsters. To his great concern, Ben drew away from the Irregulars backing him up and threw himself headlong into the fight, turning into Humungousaur.

"Computress," he called, "what other sort of Fusion monsters has Ben faced in the last five battles here?"

Images flashed into the air as Computress displayed examples of the monsters. "Night Crawlers. Electrocutioners. Death Nettles. Stalagtitans. Boom Boxes. And now, Junkasaurus." A gigantic, toothed worm, a walking electrical tower, a fanged vine, rock monsters, a huge creature with a speaker for a head that had a tendency to explode, and finally dinosaurs cobbled together from old vehicles and building materials flashed past his line of vision. Mentally he checked off the categories – animal, electrical, plant, mineral, sonic, dinosaur.

"What aliens did Ben assume to defeat these creatures?"

"Spider Monkey. Brainstorm. Swampfire. Chromostone. Echo Echo. Humungousaur."

Animal, electrical, plant, mineral, sonic, dinosaur. That left Big Chill, Goop, Jetray, and Alien X as yet untested. What was happening here? Something or someone was luring Ben away each battle, presenting him with carefully tailored creatures that required certain aliens to defeat them. Why? Were they learning him? Learning about his aliens? Watching his fighting technique? Getting his limits? Or all of the above? Were they to expect four more battles in the near future?

"Computress, have there been any similar battles that feature such variety in the Fusion forces?"

"Negative."

What did this mean? For all the staggering amount of information Nigel had sent, it wasn't enough. He needed more to understand fully. In the meantime he watched the points of light that represented the soldiers in the field (or at least the weapons they carried). Before his eyes first one, and then another of the Fusion Monsters flickered out of existence as they met their doom at Ben10's hands. Was it too easy? Was Ben, already overconfident, being drawn out more and more? He closed his eyes, feeling sick and ignorant and completely unequal to the task before him as another Junkasaurus fell and the young man he loved so completely was triumphant.

**_()()()()()()()()()()_ **

Something akin to his old routine gradually crept back into Dexter's life. His leg was mending neatly and he was gradually building up the distance he could walk unaided. His hormones had stabilized somewhat, leaving him a bit more in control of his emotions and temper. He resumed classes with his tutors, he started working again, and despite the fact that Cardon finally relented and allowed him back into his laboratory, Dexter spent almost all his spare time sifting through the data he had amassed. He had developed a program that took all the pertinent aspects of battle and displayed them in easily comprehensible, animated graphics. The results were satisfying even if the data entry was tedious. He sent what findings he had to Number One, wondering if the KND leader would notice anything unusual about the battles or see anything Dexter had missed.

The seventh Battle of Citiesville started late at night a few days later. Dexter had been asleep in his bedroom, but Computress had been ordered to wake him. As he hastily dressed he listened to the sleepy and confused voices trying to rally exhausted troops to meet this threat, able to sympathize with their muddled transmissions.

"Have Fusion monsters appeared yet?" he asked, buttoning his lab coat.

"Negative."

"Inform Security I'll be in the board room. Let my father know when he wakes up as well."

He scooped up his gloves and hurried out the door. He was fully awake by the time he reached the meeting room he had appropriated and Computress' holographic form greeted him with visuals of the ongoing battle appropriated from every source from orbiting satellites to security cameras.

"Where is Ben?" demanded Dexter.

"Here."

A map was projected before him and he instantly recognized the city's industrial quarter. Dexter stared, taking in the features and terrain, Ben's position, the ranks of Irregulars with him. Tonight he was backed up by the Valkyrie and the Highlanders (fans of the Val Hallen and the Scotsman, respectively), and Dexter was relieved that he had such fierce warriors with him. He reached up, his hand covering an open area where several streets converged close by Ben's location.

"The monsters will attack from here," he stated distantly, barely aware he spoke. A strange, lightheaded feeling took him. He was absolutely sure. "They'll try to lure Ben south, where the buildings are closer and it will be easier to corner him and force him to turn into an alien."

"That would be strategy comparable to previous battles," agreed his super computer.

"The Fusions will mass here and here and . . . here," he said, pointing to different spots on the map. "That way they'll be able to surround Ben and his troop and cut them off from the main body of the army, especially if Ben stays true to form and goes after the monsters alone."

"There's something in the sewers. Seismic readings indicate three large objects moving toward the intersection of Route 42 and Pier Street."

"Water-based monsters," stated the genius. "Pier Street leads directly to the river. They're trying to make him turn into Big Chill."

Cameras shifted and suddenly Route 42 erupted as water mains burst and became part of the hideous creature that rose up from the rubble. Sludge, sewage, refuse, pipes and valves combined to form a dark monster whose outline wavered and shifted constantly. It was roughly humanoid in shape, minus the head and with disproportionately long arms. Two more Fusion monsters of the same composition climbed through the ruins of the street to join it. One moved on all fours like an elongated alligator the size of a bus. The other was like some long-legged marsh bird without wings or a head on the end of its long neck.

"You're correct, Dexter," said Computress. "How did you know?"

He stared, as mesmerized as horrified at the hideous things. Finally he whispered, "It's what I would have done."

And then he realized exactly what he had said.


	29. Götterdämmerung

**Chapter 29: Götterdämmerung**

"Hey, Kara."

The Valkyrie looked up at the sound of her name, brushing her long hair out of her eyes. Despite her obvious fatigue a smile broke out over her face as she recognized the slim young man standing before her.

"Ben!" she exclaimed, and then added in softer tones, "It's good to see you."

He could tell she meant it, and he was likewise glad to meet up with a familiar face in this place of almost constant battle. They were holding their position on the edge of Citiesville's industrial district, camping out for the time being in a small, grassy patch of land on Pier Street. The area was crowded as the Irregulars and KND grabbed whatever sleep they could before things flared up again. "Mind if I sit?"

"No. Grab some dirt. Shove over, Rory."

She moved her guitar out of the way and nudged the sleeping, dark-haired boy beside her to make room. He shifted a bit and went right back to sleep, his hand still wrapped around his laser claymore. Kara smiled fondly.

"My boyfriend. He'd sleep though a plasma volley if we let him."

Rory mumbled something to the contrary, pulling his tartan closer around his husky frame as he settled closer to Kara. Ben noted the plaid and asked,

"Is he a Highlander?"

"Yeah. They're crazy fun on and off the battlefield."

He sat beside her and rested his hands on his knees, feeling every ache and pain. "I'm glad you found someone." It was true – knowing this brief acquaintance had found some measure of happiness in the midst of a war was comforting.

"How about you?"

He smiled sadly. "It didn't work out like either of us hoped."

"I'm sorry, Ben."

"So am I," he admitted. He ran his hand through his dirty hair, feeling the need to sleep weigh heavily upon him despite the chill in the air. He was being dragged down physically and mentally. If he slept, though, he feared he would only dream of one thing . . .

"You need some serious sleep," declared the young woman, shaking her head. "Settle down, Ben. Skippy's on watch and he's so paranoid mosquitoes can't get past him." She gestured at a heavily-armed Highlander in full regalia standing a little ways off. He carried a pike almost twice his height and slowly paced around the sleeping forms. It was too tempting an offer to pass by, and Ben seriously doubted he could have moved if he wanted to. He rested his head on his folded arms, barely aware that Kara threw a blanket over him.

The next thing he knew was on his feet, alarms sounding from comm units from all sides as the next battle started in the dead of night. His heart was racing wildly as he looked around, straining to see any sign of the Fusion forces. What would it be this time? His imaginings took wing as he fought to wake up fully. The only light came from a few scattered street lights and the moon shining bright overhead and voices rose up in groggy confusion as the soldiers roused.

" _-yson!_ _Ben!_ _Where_ _are_ _you?_ _"_ demanded Number One's voice over the Omnitrix's communicator.

He looked around, trying to recall. Wiping sleep from his eyes, he squinted at the street sign. "42 and Pier!"

"Who's with you?"

"Valkyrie and Highlanders. I don't know how many."

" _Hold your position. Let them back you up. Something's headed your way!"_

"Fusions?"

" _Yes, underground! In the sewers!"_

"Crap," he hissed. He looked around, laying hold of Rory and hauling him bodily upright. "Nigel, get me some backup!"

" _If_ _I_ _can,_ _"_ promised the Leader of Sector V.

It was the best he could do. Ben knew Nigel well enough to know that if he could, he would send more troops. He looked around at the scores of young, theme-based troops milling around in the dark.

"Listen up!" he yelled, cupping his hands around his mouth to be heard well. Relative silence fell. "Number One wants us to hold this position. He'll send us support if he can. Something's heading our way. It's in the sewers. We'll hold it here as best as we can, but if things get too hot I want all of you to pull back and join the main body back on Emerson Street. You got that? No heroics!"

Dexter's voice, loving and slightly chastising, echoed in his mind. _Is_ _that_ _your_ _exclusive_ _domain,_ _Mr._ _Tennyson?_

"Quiet," he muttered to himself.

_Never._

Ben closed his eyes for a moment, collecting himself, sweeping his thoughts clear so he could focus. Dexter, never far from the forefront of his mind, settled down and let him work. He wondered briefly if holding conversations in his head was any indicator of insanity, but he couldn't help but believe that Dexter's small voice of reason went far toward keeping him sane. After all, he was surrounded by soldiers in kilts with a tendency to paint themselves blue and dozens of Viking girls who were hastily tuning their battle axes and cranking up a few mobile amplifiers, and that was quite enough to convince him he was the sanest, best-dressed person here.

Kneeling down in the street, he placed his palm flat on the tarmac. He could feel a faint tremor that gradually became a rumbling sound as something – somethings? - large moved through the sewers below. Behind him came the familiar and reassuring sound of Null-Void weapons being powered up.

"Brace yerselves, laddies," cried the Highlander sentry, Skippy. "Yon beasties will want with some killing!" He sounded positively cheerful. Excited whoops answered.

"It's coming!" Ben shouted, falling back behind the Valkyries so they could have a clear shot with their sonic blast. He found himself between Kara and another girl who wore a winged helmet over her frizzy hair and was obviously the leader of this band of Val Hallan fangirls. She raised her guitar high over her head and shouted,

"Ragnarok and roll, das Valkyrie!"

A mighty shout rose up from the female warriors that was drowned out by the rumbling sound. A second later it stopped, and a dreadful, crushing silence hung in the air for the span of a few heartbeats. They waited, poised, knowing it was close and getting closer . . .

The earth erupted. Straight down the center of the road a fissure ran to within fifty feet of them and spouts of filthy water shot out of the cracks. Sections of the street collapsed while other parts were blasted outwards. Water and dirt and chunks of tarmac showered down on them, reeking of waste and methane gas.

"Wait for it!" screamed the head Valkyrie.

A huge form towering almost twenty feet tall rose up from the tear in the street. It reminded Ben of a headless HighBreed, all gross and disproportionate. Behind it came something like a mutated wading bird, and at their feet slithered something on four squat legs. They were made of sewage and sewers and water, glowing the rotten, sickly green of Fusion Matter.

"Wait for it!"

Ben was dialing through the Omnitrix, knowing what he needed and what he needed to do.

"Wait for it!"

" _Ben!"_

He gasped, shocked, as Dexter's voice came over the Omnitrix's comm unit.

" _Ben, can you hear me?"_

The Fusion monsters moved slowly, as if they weighed too much to make any sudden moves, and they climbed up to street level with difficulty. Ben stared at the watch on his wrist, hardly able to believe Dexter – _Dexter!_ – was trying to contact him now. He sounded more frightened than Ben had ever heard him.

" _Ben, please! Answer!"_

"D-Dex . . . Dex, I don't have time," he managed to breath, desperately wishing he had not called.

" _I_ _know!_ _"_ cried the genius. _"_ _You_ _can_ _'_ _t_ _stay_ _there!_ _Don_ _'_ _t_ _fight_ _them!_ _It_ _'_ _s_ _a_ _trap._ _Ben,_ _it_ _'_ _s_ _a_ _trap_ _for_ _you!_ _"_

"I can't leave these troops here!"

"Ready!" screamed the Valkyrie.

" _It_ _'_ _s_ _my_ _Fusion!_ _"_ Dexter frantically replied, speaking fast. _"_ _He_ _'_ _s_ _after_ _you_ _and_ _the_ _Omnitrix!_ _"_

"Wha-"

" _FIRE!"_

The Valkyrie plunged into an ear-splitting attack of sheer, amplified discord. He wasn't ready for the explosion of sound and lasers that hit the three monsters dead on in a wave that was visible to the naked eye. Ben let out a scream of pain, twisting the dial on the Omnitrix and slapping it down. He leaped to the air, his dark wings thrown wide.

" _Big_ _Chill!_ _"_

" _Ben,_ _please!_ _"_ begged Dexter, his voice breaking.

He could not listen. He could not leave these young soldiers to fight on their own. He was their leader and their friend. He would not abandon them. He knew what it took for Dexter to call, knew full well that the Boy Genius still loved him madly and he wished he had the time to tell Dexter he loved him just as well, but no matter what, he could not leave.

_**()()()()()()()()()()** _

A hundred miles away, safely locked away in DexLabs headquarters, Dexter sank to his knees, sick with helplessness and despair as the comm line to Ben broke off. The ache in his chest was almost more than he could bear and he leaned far over, hugging himself tight.

"Be careful," he whispered, faint and forlorn. "Oh, God, Ben, be careful."


	30. Fire and Ice

**Chapter 30: Fire and Ice**

A trap. A trap. Dexter said this was a trap. Designed by Dexter's evil copy. A trap for him. Ben Tennyson couldn't see it. These Fusion Monsters weren't too much of a threat in his professional opinion. Ugly, smelly, and destructive, yes, but as Big Chill phased inside the one shaped like a marsh bird to freeze it from the inside out, he couldn't see how they would be enough to stop him.

_Do you really want to find out, Mr. Tennyson?_

_Not now, Dex._

Ice formed all around him, cool and comfortable to the Necrofriggian, and he left behind a block of frozen filth and Fusion matter. He swept down toward the last of the three monsters, never hesitating as he dove straight into the long, flat body.

"Fire!"

The Valkyries let loose another sonic blast on their guitars, aiming at the towering marsh bird. Big Chill grimaced as the water surrounding him carried the discordant noise even better than air, making his antennae ache. He started at the thing's 'head,' freezing it as he phased through it. When he emerged from its tail, his previous target was shattering to pieces from the Valkyries' attack and its own weight.

Was this too easy? Easy being a relative term, of course. He watched as the Highlanders swarmed over the crocodile-like monster he'd just reduced to the ugliest ice sculpture in creation, hacking at it with claymores and Null-Voids and sending up a glorious racket with their battle cries.

_"Ben! Do you copy?"_

His Necrofriggian form understood panic, even though he never felt it, and with slow grace Big Chill activated his communicator and tried to reassure Number One. "Chill, Nigel," he said, enjoying his own wordplay. "Your Fusions are on ice."

_"There's more! Ben, there's a dozen and more Fusions heading toward your location! All different sorts! Fall back! Fall back!"_

Why had he doubted?

"It's the Fusion Dexter," he said. "It's after me."

_"Get out of there before it's too late! That's an order, Commander!"_

He swooped down towards the troops backing him up, hovering in the air. "We've got company on the way – lots of it! Fall back! Get back to the main body! I'll cover you. Go! Go!"

Immediately the Valkyries and the Highlanders abandoned the attack and snatched up their weapons and supplies. Ben kept to the air, flying overhead to spot the monsters as the troop of fighters wound their way through the city streets. Their progress seemed excruciatingly slow, but he knew that was because he wanted them safe _now._

Then he saw them, coming up from behind the retreating soldiers. Night Crawlers. Twenty-foot long, fanged, acid-spitting worms were just plain wrong in Ben10's book, and he was an expert on all things weird. He wheeled about, shouting, "Keep going! Don't stop!" as he attacked the ugly green worms. The half-dozen Night Crawlers rose up, waving their short legs and making a screeching noise at him. Still in Necrofriggian form, he blasted them with his ice breath before they could spit acid, coating two with ice and partially freezing two more. The others drew back but not too far, but for once Ben did not give in to the temptation to pursue, abandoned the fight before it really began. They wailed after him in frustration.

Suddenly he was slapped clean out of the air as a sonic boom hit him full on. Big Chill crashed to the street, swatted, and the shock of the blow made the Omnitrix power down. Ben lifted his head, suddenly cold and wet and squinting in the darkness to see a Boom Box standing atop one of the warehouses. They weren't big, but they didn't need to be when they packed a wallop like that. Head ringing, he dragged himself to his feet. The Night Crawlers seemed to have regained their courage, because he when he could hear again, their shrieks were getting louder.

He dove to the side as the Boom Box's megaphone head zeroed in on him again. As a human, another blast like the last one would at least leave him with a concussion, if not worse. He rolled for cover behind a truck, dialing the Omnitrix in desperation. Spidermonkey was as vulnerable as a human, and Nanomech was far too small to be useful at this distance. Chromastone might shatter against a Boom Box. He shook his head, panting and frightened and knowing he had no time-

He slammed down the control, praying this worked.

_"Goop!"_

He launched himself at the Boom Box, encasing the mechanical monster in acid. "Quiet, loud mouth!" It started to let loose with another sonic boom that would have blasted him to drops when Goop's slimy form managed to eat through wires and plastic. The Fusion Monster's attack ended in a grinding whine as it fell to pieces.

"Nya," he muttered at it, reforming to get a look around. The Polymorph could sense an odd, scratching, dragging sound coming from a few streets over, not far from where the Highlanders and Valkyries had retreated. Ben10 paused, torn, and was about to fight acid with acid and take on the Night Crawlers when screams erupted up the street. He spotted the snapping, gaping maws of fully grown Death Nettles as they ambushed the soldiers. Beyond the waving tendrils of the overgrown weeds, he saw the colossal, skeletal frame of an Electrocutioner rising above the low buildings. It was almost as close as the Death Nettles. The troop would be picked off with ease. Already running, he turned to Jetray in mid-stride when something seized his foot. He tried to take off, but whatever it was that held him had an iron grip and he could not gain any altitude. He felt cold, clammy hands lay hold of his leg and he was whipped around so hard and fast that it slammed him through the roof.

With a shout of pain and surprise he crashed through two floors of the warehouse, breaking metal and wood with a tremendous crash. His momentum carried him to slide halfway across the floor in a cloud of dust and insulation before Jetray smacked into a row of parked forklifts. The small vehicles were crunched together, but they managed to stop his forward motion. For a few moments it was strangely quiet, and then he sat up gracelessly, rubbing his angular head.

"All right, what's the big – aww, man!"

Not only had something had followed him, but something else was waiting for him. He didn't dare hesitate. The moment he was up, he was airborne, hissing savagely as he tried to vaporize the ranks of Stalagtitans hemming him in until he could break free. The mineral-based Fusions were made from statues of stone and metal, and so the Aerophibian was faced by angels and poets, saints and politicians, animals and war heroes - some of whom were mounted on horses. A few of them were broken and cracked. Given time Jetray could have demolished the lot of them, but given what else was in here with him; time was a luxury he didn't have.

He let loose with laser vision and blinding speed, trying to smash the relentless creatures. Success was limited by exhaustion and his burning need to get out and help the Valkyrie and Highlanders, his only hope of escape was to keep moving.

There were over a dozen Stalagtitans to start, but after ten hard minutes of blasting and fighting, only five remained relatively whole. Broken bits of marble and metal littered the floor, and he stood panting and glaring at the remainder of the Fusions - including the one that had landed him here and finally showed up for the fight.

"Why don't you face me, you scum?" he demanded, looking past the statues. "Scared?"

The creature slumped forward, hunched over and clumsy. Given that some Fusions were downright cute and scary (like Dexter's) or had cool attachments (like Professor Plutonium's tentacles) or had grown to enormous size (like Bloo's) or were just out and out terrifying (like Mr. Green's), Ben wasn't quite sure why his own doppleganger looked and acted like a Neanderthal in a stolen jacket. Ben's hair had never been so shaggy, he was more than capable of standing up straight, and there was no excuse for that stupid expression his Fusion always wore. Compared to most others, his own Fusion mimic was a complete disappointment bordering on embarrassment.

He shook his head. "You're like . . . a knockoff of a knockoff of a knockoff, pal. Are you sure you're me? You're like, what, third generation copy? Getting a bit fuzzy on the edges there."

Unlike Dexter's (vastly superior and far scarier) Fusion, Ben's was incapable of speech. In retrospect, Tennyson decided that was a good thing because he was sure nothing intelligent would come out of its mouth (if it had one). In that capacity, at least, it reflected him fairly accurately, because it seemed as if since returning from Nevada, he had not wasted a single opportunity to make life more difficult on himself.

The Fusion lumbered forward. Dumb and clumsy as it appeared, Ben knew not to be fooled. This thing was fast and horribly strong and would not tire or feel pain. All Fusion dopplegangers were notoriously hard to kill, and he was tired and sore and he had no idea how long the Omnitrix's battery would last. None of that mattered. What mattered was that he had to fight and win against himself. He'd done it once before. He could do it again now.

He hoped.

Because if his Fusion was here, then that meant Dexter was right and there was worse to follow, because the Fusion Ben10 was never very far from the Fusion Dexter.

There was a lesson in that. It was weird to think a Fusion could teach him a lesson in loyalty, though he knew his Fusion's attachment to Dexter's had nothing to do with loyalty and everything to do with slavery. The idea persisted, and Ben suspected he would not be in trouble so deep if he had followed their example.

The Ben10 lunged at him, and the warehouse lit up red as he shot his double with Jetray's laser vision. A stench of Fusion matter filled the air as the burning hot beams scorched the doppleganger. It staggered, and he seized the opportunity to grab the thing's arm and whip it around into one of the remaining Stalagtitans. The marble angel shattered on impact, leaving Ben with one less problem. The Fusion recovered quickly – far quicker than he anticipated - and there was anger in its red eyes as returned to the fray.

Fast. Strong. No give when struck. Single-minded. Underhanded. These were just a few attributes of a Fusion's fighting skills. Ben had fought them one-on-one before, fought his own Fusion before, and the only saving virtue was that its Omnitrix was part of it and did not allow it to turn into aliens. If the Fusion's Omnitrix had worked, earth would have been doomed long ago.

They exchanged blows hard and fast, and the Aerophibian withstood most of the strikes that landed. Ben was feeling it though, and he knew he wouldn't be able to take much more. A shout of pain escaped him as one of Jetray's ribs cracked, and the smelly, brutish creature snatched him up in a tight bear hug, trying to crush him.

"Bad move, ugly," hissed Jetray, almost face-to-face with the green-skinned creature. At this range, he couldn't miss even a little. He focused his vision and shot the Fusion at pointblank range, right in the eyes. The doppleganger stiffened convulsively, trying to twist away and break Jetray all at the same time, but it was too close to escape the searing heat. Smoke rose up, and if it had possessed a voice the Ben10 would have screamed. Finally it thrust Jetray away, stumbling and blind, and it was a simple matter then for the Aerophibian to fire at him again. He ended with a terrific, lashing strike with his tail, disrupting the mimic's structure and destabilizing it back to Fusion matter.

Ben staggered, panting and in pain, and he powered down the Omnitrix to reserve the battery, if only for a few moments. One cracked Aerophibian rib equaled about four for a human, and he gasped and held his side, feeling himself grow faint as he tried to draw a breath. At his feet his erstwhile double was a thick, smelly puddle of burnt green goo. He doubled over, mindful of the last few Stalagtitans, but the monsters held back as if waiting for something. Ben eyed them and the darkness beyond warily. He had to get out of here, to remove himself and the Omnitrix from danger, to help the troop that had backed him up before . . .

He felt the hair on the back of his neck stand up as he heard soft footsteps echoing in the large building. Something moved in the darkness, drawing closer, and he felt a wave of despair wash over him as he recognized the slight form emerging from the shadows. Ben shook his head, falling back a step at the sight of the young man he loved so completely corrupted into a monster. The Fusion Dexter carried a battle wrench in open mockery of Dexter's favorite tool, and it moved with the same grace and body language as the scientist it resembled. Looking at the small but powerful creature, Ben realized how thin and frail Dexter, _his_ Dexter, had grown over the last four months.

The doppleganger glanced at the mess that had been the Ben10 and was unaffected by the loss of his servant. It was a little disturbing for Ben to know how easily he would be replaced in the ranks of Fusions. With unabashed hunger the Dexter turned his glowing red eyes first to Ben, then to the Omnitrix. Slow and wicked satisfaction twisted its lips into something resembling a smile, and in a rough, accented voice it said,

"Good evening, Benjamin. Thank you for coming to me. It's such a pleasure to see you again."


	31. The Darkest Hour

**Chapter 31: The Darkest Hour**

". . . It's such a pleasure to see you again."

"Feeling's not mutual, creep," Ben snapped, pressing his ribs. "What do you want?"

"What have I ever wanted except what Dexter wants? Power. Resources. To crush my enemies." Glowing red eyes narrowed with cold cunning as the Fusion added, "The Omnitrix. You." The last word was whispered with understated, dangerous passion, its voice so close to Dexter's as to send chills down Ben's spine.

"You had me," he pointed out, gesturing at the goopy mess on the floor. "The loss doesn't seem to be weighing too heavily on you."

"That copy was crude at best," said the short Fusion, balancing the long wrench on its shoulder as it slowly paced around Ben. "And why should I settle for something so common when the original is right before me?"

"I'm not for the taking."

The nasty, little blob of animated goo paused thoughtfully before turning and facing him directly. "Oh? So my double never made his interest known? Or did he? Considering your Fusion's mindless devotion and tastes, I can't see you rejecting his suit."

It was disturbing in the extreme for Tennyson to realize this creature knew or guessed the least thing about him and Dexter. Anger flared in him as he snapped, "What do you know about Dexter's interests?"

"Considering the fact that I'm him and he's me – everything," it hissed, its expression darkening dangerously. "Don't pretend to be stupid with me, Benjamin. Dexter feels a great deal of what you humans call love for you."

"You're nothing like Dexter," he said, taking small breaths to avoid causing himself more pain. He – and the Omnitrix – needed more recovery time, and so he tried to keep it talking. "What do you call it?"

"Hunger," answered the Fusion, doing nothing to hide its own desire. "Someday I will compel Dexter to show me the finer nuances of the emotion . . . and the act."

"Having sex and making love aren't the same things, you freak." Its matter-of-fact tone as it contemplated nothing short of rape was an affront of the highest order. How dare it speak of Dexter this way! If it wanted to get his temper up, then this tactic was definitely working.

"And you would know? Something else Dexter can demonstrate for me, then." The Fusion Dexter smirked. "Or are you volunteering?"

His limit had been reached and surpassed. He dialed the Omnitrix in a swift motion. "In your dreams!"

"If only I had them," whispered the doppleganger with savage delight, tightening his grip on the wrench.

" _Swampfi_ -arrgh!"

It was more unexpected than painful to the Methanosian – but then having a gigantic wrench smashing full-force into your midsection was never a pleasant experience. He rolled with the heavy strike, instinctively using his momentum to whip around and lash vines from his fingertips at the Fusion and the battle was on.

It was all-out fighting. Ben knew perfectly well his life and freedom were on the line, as were the lives of the Valkyries and Highlanders still trying to make it back to the main body of the army. His understanding of the situation had come too late to be of any real service to him: the Fusion Dexter had carefully watched and planned these various battles. It had been wearing Ben down even as it studied him, learning his strengths and weaknesses and fighting techniques. Even now, it was countering his attacks, slicing through Swampfire's vines and proving impervious to burning swamp gas. What would it take to kill this thing?

More than Ben10 had.

At least, right now.

He was exhausted and sluggish and though Swampfire could heal all damage done to him and even survive being chopped to bits, he could not keep up this pace forever. The Omnitrix's battery was getting low and so was Benjamin Kirby Tennyson's. At least he had no trouble separating this thing from Dexter. The bright green and blood red coloring was a godsend just because it was so unnatural as to set this thing outside the realm of what was acceptable. Thinking of what this thing wanted to do to Dexter, trying to smash it into the concrete was a very satisfying exercise and worth a bruised hand. Striking this Fusion was like punching solid rock, and Ben had done that enough times (on purpose and accident) to be considered something of an authority on it.

Swampfire cast half a dozen seeds at the feet of the advancing Fusion. Instantly huge, thick vines sprang up and twined around the doppleganger, restraining him and forcing him to drop the wrench.

"Had enough?" growled Swampfire.

The Fusion gave him a pitying look. "I was going to ask you the same, Benjamin."

He hated to hear his name spoken by this thing. The face might be Dexter's, but the intent was grotesque.

Suddenly the forgotten Stalagtitans lumbered forward. There were five left – two went for the creepers holding their master, the others attacked Swampfire.

Ben called forth more seeds, more vines, encasing and crushing the animated stones. Shards of rock flew wide and he ignored the many cuts he caused himself. With a savage, desperate move he gestured the vines holding the Fusion to retreat underground. The heavy roots broke straight through the reinforced cement floor, twisting and dragging the Fusion with them. For the first time the doppleganger showed some concern in the match. Struggling and writhing, it seemed bent on something beyond the warehouse, something . . .

The other Fusion Monsters. The Dexter was calling its many servants here. Already the ground was shaking. The short green creature fought the vines even as Ben tried to bury it.

"I'm stronger than you!" it swore. "You can't win!"

_Perhaps not, Mr. Tennyson, but then you don't dare lose, either,_ echoed Dexter's voice in his mind.

Why was he always right? wondered Ben. No matter the form or color or attitude, real or imaginary, why was Dexter always right?

_Because I don't speak otherwise._

"Brat," Ben muttered, bending his will to the straining vines, trying to crush or inter the Fusion. Something big was approaching. With a cry midway between pain and frustration he forced the plants into the hard earth and stone beneath the building. He knew it wouldn't hold the Fusion for long, but he needed to get away now.

A familiar, depressing sound and a flashing light alerted him to the inevitable - the Omnitrix was powering down. He tried to run, but he hadn't even made it to the door of the warehouse when Swampfire vanished and Ben Tennyson stumbled to his knees. At least his ribs had been healed by turning to Swampfire. The downside was the Omnitrix was out of juice, just like he was.

He climbed to his feet, glancing back into the darkness of the warehouse. How bad was his plight that hulking, nearly-brainless monsters made of junk and metal were safer to be around than a copy of his one-time boyfriend? His incredibly short boyfriend, no less. Scavenging about, he found a discarded toolbox and an ancient, rusty crowbar that sufficed to pry open one of the sliding metal doors enough for him to slip through and onto the street. He looked around, trying to get his bearings, when something suddenly blocked the wane light on the building across the street. He whipped around, looking up, and could not help but exclaim,

"Aww, man!"

Nightcrawlers. There were only two, but he had nothing, nothing at all to use against them, not even his Null-Void. With the Omnitrix drained, even his comm unit was dead - just like he was going to be very soon if he didn't get out of here fast. He had only a general idea of where he was in the city, but he knew exactly where he didn't want to be: right here. Monsters were before and behind him, and the only thing he could do was run for it.

One Nightcrawler was on the building across the street, the other was lumbering at him from his left. Whether he was being herded or not he could not say, but heading to the right was his only safe option (safe being a relative term). As fast as he was able, he ran, retracing the course Jetray had taken earlier before he'd been attacked by the Boom Box.

He didn't make it far. Something blocked the next street as he rounded the corner. A Junkasaurus made up of a roller coaster and neon signs blocked the way. Roaring aloud, it swiped an overlong arm at him, smashing the spot in the pavement where he'd been standing seconds before. Diving and rolling, he put some distance between himself and the Fusion Monster. He tried to find a path around it, but another, smaller Junkasaurus comprised of pickup trucks hissed and swiped at him. Ben stumbled back and away, looking for an escape. He glanced at the Omnitrix, but the battery was still dead. He looked up, wondering if he could climb up a building and escape that way, but a Boom Box already claimed the high ground.

Trapped. Why had he wasted a moment fighting? He should have heeded Dexter's warning and hightailed it away from the fight. Clenching his teeth, Ben forced himself to save the regrets for later and figure out what to do. The Fusion Monsters all paused, not attacking, just holding him here and blocking his attempts to sneak by.

He stopped, catching his breath. He knew another confrontation was inevitable. Everything – all these battles, these monsters, tonight – had been staged just to bring him and the Dexter to this moment. He knew what it wanted – in essence, it wanted exactly what his own Dexter wanted – but the blatant, unabashed lust for power and wanton drive to dominate not just Ben but Dexter as well was what filled him with fear.

It appeared a few minutes later, walking slowly, looking furious. Even though it was a perfect copy of the Boy Genius, the Fusion somehow completely missed the adorable cuteness that was an enraged Dexter. He glared at Ben as he approached, his obedient monsters close beside him. True to the boy it resembled, the Fusion was a talker.

"That was foolish, Benjamin, and a waste of time."

Ben pointed. "Don't call me that, creep. You've got no right to call me by my name."

_"He_ uses it."

_"He's_ allowed to. _He's_ my friend."

"Friend? Is that all? Don't you want more?" The Fusion leaned in close. It smelled faintly of Fusion Matter. In a throaty whisper it said, "Tell me what you want of Dexter. I'll give you anything you desire."

Ben matched its stance and tone, leaning down a little to say, "I want Dexter to destroy you. Your extinction is the only thing I desire. How about it? Care to throw yourself on a plasma grenade for me?"

With a look of pure anger it drew back. "That was your last chance."

He shook his head. "More than you ever had with me."

A shout of rage echoed off the buildings as the Fusion lost whatever control over its temper it had and lashed out at him in a blind rage. Ben was too slow to dodge the swinging battle wrench - he twisted to the side and it caught him on the shoulder. A scream of agony was torn from his throat as a bolt of energy swept through him. For an eternity of several heartbeats he was transfixed, held in the crackling energy field and helpless to help himself. The Dexter shoved him away, spilling Ben to the street. Gasping, gagging, the Wielder of the Omnitrix slowly shifted and tried to haul himself upright. A hard kick to the side felled him, and he let out a howl as the Fusion brought a booted foot down on his right wrist. This thing might be Dexter's size, but it weighed eight or ten times as much as the teen it resembled.

The blunt end of the wrench smashed down between his shoulder blades and an instant later Ben was spitting out grit and dirt and filthy water from the gutter. Still standing on his arm, the Fusion flipped the wrench over and pinned him with the open points of the stylized weapon, letting loose another shock that had no effect on Fusion Matter, but burned and devastated human flesh. Another scream, not as strong as the others, sounded through the darkness. On and on it went. He couldn't bear this much longer. His back, his whole nervous system seemed afire and he could hear the sadistic laughter of a Fusion triumphant . . .

A brutally strong hand seized his throbbing wrist and turned him over, dropping him on his back. Lingering pain shot through his abused body and he tried vainly to reach his arm across to the Omnitrix. Ben lay on the cold, wet street, unable to move as the small, green-skinned copy of Dexter gloated over him. A clammy hand that felt almost like plastic stroked his cheek and brushed a few strands of hair from his face. The caress was disturbingly gentle, and he opened his eyes a slit to see Dexter's twisted double leaning over him, smiling. Delicately the Fusion traced the lines of Ben's face with its finger, brushing his eyebrows, admiring his cheek bones and jaw and coming to a pause on his lips.

Oh, god, not this. Anything but this. He could not imagine anything more revolting than being kissed by this smelly, slimy green _thing_ that had emotions that ranged all the way from anger to hatred and back. He'd sooner kiss Vilgax, and he'd die before _that_ ever happened. It looked as if the option was being taken from him, because the Fusion laid hold of the front his shirt and jacket and lifted him until they were almost close enough for it to satisfy its curiosity. It wore an expression he had seen on Dexter's face. Somehow a look that had sparked passion in him from the original did nothing but send fear twisting through Ben's whole being when worn by the copy.

"What is it like to kiss him, Benjamin?" whispered the Fusion. "Does he know what it's like to kiss you?"

"Nnngh! No!" Ben managed to groan, trying to twist away. The Fusion's hand gripped him under the jaw, and he stilled to avoid being strangled.

"There are many ways to win, Benjamin."

"More to lose," he gasped.

Mere inches from his face, the Dexter smiled. "As you of all people should kno-"

_"Fire!"_

Deafening, discordant guitar riffs erupted all around them, creating a wave of sound crashed down the street and flattened the unsuspecting doppleganger. The Valkyrie. They had come back. Shouts and screams rose up and child soldiers dashed onto the scene, driving the alien creatures back. Ben dropped down to the pavement, never so glad to smack his head in his life as the amplified sound ripped through night. One of the Nightcrawlers was killed almost instantly, spewing acid and shrieking its last breath. Behind the initial assault came the distinct and welcome whine of powered-up Null-Void guns that spat beams of white light that drove back the Junkasauruses even as they carved the monsters to bits. The remaining Nightcrawler tried to attack, lumbering forward on its short legs, but it stopped short as a team of Kids Next Door dropped an elecrtonet atop it. When the net was activated, the mutated worm was fried to a crisp.

"Get up! Get up! We're not out of this!"

He struggled to get up, but his body did not want to follow his commands and he could barely move. Strong hands laid hold of his arms and he almost screamed as his shoulder was yanked. He looked, recognizing Kara's braided blond hair. She was bleeding and had been crying and looked as beat as Ben felt. Someone else suddenly grabbed his other arm and supported him around the waist. He blinked, astonished to see Number Two.

"Come on!" ordered the KND over the rising din. "We've got to get out of here! That Fusion won't stay down long."

Supported by his friends, he limped off the battlefield, desperate to leave the Fusion Dexter - and all it had said - far behind him.


	32. Always

**Chapter 32: Always**

"Dexter?"

At a touch on his shoulder, the redhead raised tired, frightened eyes to his father. He was pale and exhausted and almost beyond comforting, so Utonium sat down beside him on the floor of the conference room.

"Ben is safe," Utonium said gently, wrapping his arm around his son's shoulders and pulling him in close. Dexter was trembling, and he made a little sound like a sob at this news. "He's been hurt. I don't know how badly, but the Kids Next Door and the Valkyries and Highlanders went back for him. He's in a SCAMPER headed here right now. They'll land in a few hours. There were a lot of casualties this round."

A long, slow sigh of pure relief escaped Dexter and he leaned his full weight against his father. He closed his eyes against a tension headache, pressing a gloved hand to the bridge of his nose as he slowly slid down until his head was almost in Utonium's lap. The Professor leaned over and held him tenderly, perfectly willing to be used as a pillow and glad for the chance to guard his son's rest. He stroked the soft red hair and tried to soothe away the pain and fear he knew the young man had experienced for months.

"Shh. Don't worry. He'll be all right. I'll wake you when we have any news."

**_()()()()()()()()()()_ **

The ride was bumpy and uncomfortable, but Ben voiced not a word of complaint, too grateful to be out of Citiesville to find any fault with Number Five's flying. A storm had kicked up and the lashing winds and heavy downpour compounded the existing challenge of flying a school bus. He raised weary eyes. The SCAMPER was full of wounded soldiers, many of them Valkyries and Highlanders. The two squads must have been decimated. Whispered voices, groans, and quiet sobbing were barely audible over the rain and wind and straining engines. Cold, wet, and wrapped in a blanket, Ben sat numbly in his seat, too exhausted to sleep, too devastated to care about his own wounds. He looked around, spotting familiar blond hair, and with more effort than expected, he moved back a few seats to drop down beside Kara.

"Thanks." He tried to speak in a normal tone, but the best he could manage was a whisper.

Wane and miserable, she quietly said, "Rory was on the first SCAMPER. They're not sure if he's going to make it."

He wasn't so numb that he couldn't share her anguish. "I'm sorry, Kara. I'm so sorry."

"It was the Electrocutioner. I hate them," she added under her breath.

Instinctively Ben reached out. Kara leaned against him and let him hold her. She didn't cry - she was too far beyond exhaustion for such extortions - and it wasn't long before she was asleep. Moving carefully to avoid further damage to his shoulder, Ben covered her with the blanket before settling down and trying not to think of how the turbulent ride was adding to his bruises. He didn't sleep. He didn't want to. But he did watch over Kara and guarded her dreams, hoping that everything would work out in the end and that they could look back at this moment as one of waiting for good news, not dreading the worst.

**_()()()()()()()()()()_ **

Since he ranked among the walking wounded and since he was nominally in command of most of the people he'd accompanied back to DexLabs, Ben waited until the end to let the doctors to treat him. When they saw the burns on his shoulder and back and realized the source, Commander Tennyson found himself in a world of trouble with every doctor, nurse, and medic in Medical. Even the pharmacist came out to shake her head at him. Beaten, shocked, burned - apparently he had no appreciation for how badly off he really was and how much care he needed.

He tried to distract himself from the distressing reality of the situation and the attentions of the medic as his wrist and forearm were getting bandaged, telling himself he needed to call Gwen and check in with Nigel and Mandy, but he wasn't fooling himself. Inevitably all his thoughts and imaginings gave over to Dexter and what he might be doing right now. Was he in the lab or the board room? Asleep, maybe, since he kept such crazy hours. A sigh escaped him as he remembered coffee and kisses, a table set for two and laughing at Rex Salazar's antics, blueprints and hearing his name yelled in frustrated ardor, slick black fabric sliding beneath his hands as he stole a kiss. There was no escape, and he had finally realized that escape was the last thing he ever wanted.

Ben sighed, lowering his head onto the pillow. Between his shoulder and arm, he knew what mummies felt like. He'd been told he'd be allowed to leave when the saline drip finished (apparently he was dehydrated on top of everything else) and he'd proven to the nurse he could eat comfortably by downing some cookies. He asked for and received updates on the casualties for this most recent battle. He didn't see any Rory's on the list of those killed, but for an army so small even the short list of the dead was came as a heavy blow. There were so many wounded - dozens and dozens atop the hundreds already hurt in the previous battles. All because the Fusion Dexter wanted a first-edition Ben Tennyson to call his own.

The rain hadn't stopped or even slowed down by the time he was released from Medical. The dreary afternoon somehow matched his mood. Ben slung his still-damp jacket over his good shoulder, thanking the KND nurse for patching him up before heading out. He wasn't sure of what he wanted to do or where he should go now that he'd been treated. He didn't feel like going to his quarters and relaxing like he'd been told. Restlessness filled him and kept him from thinking of a satisfactory solution. He wanted company but not a crowd, he wanted to talk about what had happened and not be judged, he wanted quiet but not silence.

He wanted Dexter.

Professor Utonium was absolutely right. A bigger idiot than Benjamin Kirby Tennyson had never been born. Stepping away from their relationship had seemed the right and noble thing to do, but now that he looked at his conduct with unclouded eyes he knew he had been frightened. Without ever meaning to, Dexter had intimidated him with his devotion and commitment not just to what they were at the time, but to what the future could be. Ben had not thought so far afield and in the end he had done what he promised never to do – he had hurt Dexter. Knowing the emotional state of the younger boy as well as he did, Ben had wounded him deeply. Blossom had confirmed as much and seeing the redhead at the summit meeting had driven the truth home. Dexter was a person of strong passions and what he loved, he loved absolutely. Nothing was held back. Ben would have given anything – _anything_ – to take back what he had said and done. He'd hurt Dexter, disappointed Utonium, and he had isolated himself from the best, truest relationship he had ever known or would ever know.

He wanted to crawl back and grovel. He needed to do something to make up for his conduct, to get the message across and start to make amends for being a jerk. Even if Dexter just gave him that icy, mile-long stare and turned away, so long as he _heard_ and knew Ben regretted his stupidity, it would be enough. Maybe even a new start. He thought back on what Utonium had said, on his own conduct, Dexter's extreme reaction to him at the summit, and the chilling insights from the Fusion Dexter. Stupid, stupid, stupid. He was so stupid. Everything was a mess inside and out. Now he was hurt and casualties filled the medical wing to overflowing and it wasn't his fault but it was because he was the leader and he hadn't been good enough to bring everyone home.

Stopping at a window in a little-used hall by the medical library, Ben leaned his head against the cool, rain-streaked glass and looked at the shadowy garden below. He would be stuck here at DexLabs for days with this injury to his shoulder, relieved of all duties except filing his field report. Normally a break of any sort would have been a welcome reprieve from the war, but today it was more like one more weight he had to carry. Dexter had to know he was here. Ben sighed. There was nothing for it. He had to face his . . . could he still call Dexter his friend? He dearly wanted to, even more than he wanted to call him his lover again. Dexter's friendship had been one of the most treasured bonds he had ever known. What did Dexter think of him now? A small groan escaped him. Idiot. That's what Dexter would think: _You're an id-dee-ott, Mr. Tennyson_. Because it was the plain truth and the boy genius was brutally honest.

Idiot was too kind a word.

He glanced up briefly as one of the KND field doctors in a white coat exited the library. The young man nodded as he passed but seemed to recognize anything more would be unwelcome. Ben listened to his footsteps on the hard floor echo as he walked away, leaving him alone in the shadows with the rain and his brooding thoughts.

God, if only he could go back and fix it all. Today. Last night. The last few months. Everything. Had his own emotional state contributed to the disastrous results of all these battles? Had he been distracted? It seemed as if he'd been distracted for ages. Had he ignored Dexter's warning on purpose? Was he so hopelessly stubborn and egotistical that he couldn't back down from a fight? Dammit, why hadn't he listened? Why had he left in the first place? Looking back, he knew his had been a purely emotional response to the aftermath of what happened with the Speed Demon. Utonium was right – Ben had handed Vilgax victory even though he'd won the battle. He'd known what he had waiting for him back here in DexLabs. It was more than a person, it was love. Understanding. Caring. Tenderness. Passion. Complete acceptance. What was wrong with him? Why had he ruined everything?

He thought back on Kevin and Gwen's relationship. It seemed a constant battle for dominance between them – neither seemed willing to surrender enough control to balance out the give and take between them. Their arguments were often genuine, and though the love was there Ben wondered if they really understood the first thing about one another and what each needed and wanted from the other. Perhaps it was because they were both guys and had been best friends before they were anything else, but he found Dexter was so easy to get along with. Bickering without teasing would seem foreign, and he could not imagine Dexter making demands of any sort from him, any more than he would demand anything of Dexter. How could he? Freedom was not a burden, and Dexter had granted him every freedom . . .

His throat felt sore and tight and Ben squeezed his eyes closed as he fought for control. He was not going to go to pieces here in the hall. He refused. For all he was just eighteen, he was a commander in this war and he would not break down where anyone could see him. He would go to his quarters and try to sleep off this fatigue and try not to be too overwhelmed or lonely or to inflict himself on anyone until he was fit company. It was a good plan, but unfortunately it would involve moving. Right now he just didn't feel like it. His shoulder and arm were growing stiff and his legs and back ached, but he didn't really care.

More footsteps reached his ears as someone else moved slowly down the hall toward the library. He ignored the noise as he stared into the garden, seeing nothing but the reflection of his own tired, green eyes looking back. It was only when the library door never opened that he realized the person had stopped and was right behind him. He saw a reflection of white in the glass and assumed it was one of the medics. Why they weren't just going away and leaving him alone he had no idea, and he felt a twinge of annoyance.

"Can I help you?" he snapped, his voice coming out hoarse and soft.

"Yes," a long-missed voice replied. "You can allow me to help you, Ben."

He sucked in his breath as he turned. Pale and drawn and nervous, Dexter stood a few feet behind him. There was a tense, uncertain air about him and he looked positively frightened even though he held himself straight and met Ben's eye squarely. He had lost weight since the summit meeting, and it seemed as if he hadn't been entirely well of late. There were shadows under his eyes, and his skin – at least what little he could see - had a waxy tone to it. Ben felt a moment of grief at the sight. He was the one that had done that.

"Dex . . ." His voice was less than a whisper. He wasn't even sure if he'd spoken aloud.

"I knew your troop was returning," Dexter said quietly, and the sound of his accent was like music to Ben's ears. "I read the preliminary reports. I stopped by Medical to find you when you weren't in your quarters and Number 902 said he saw you here. I'm so sorry, Ben."

The words came out in a rush, as if he was afraid he wouldn't be allowed to finish his thoughts. He was apologizing for the losses and pain, Ben knew, not their situation. He was blameless for what had happened between them. All the doubts and issues had been on Ben's side. Dexter had kept his promise to let Ben set the pace for their relationship, and the price had been a heavy one. Ben knew what it took for Dexter to come looking for him, especially without a security escort. Because of his importance to the war he was under constant watch and guard and it was actually difficult for him to be by himself, let alone go walking through DexLabs even though he owned the complex. He must have given his watchdogs the slip in order to come here alone. Chip Morton was going to be furious with the both of them. But Dexter had come to find Ben and oh, thank god he had been successful.

Words failed him. His voice stuck in his throat as he started to reply. He tried to swallow and almost choked on the reflex. It was useless. Words could not express the enormity of what he felt, and his own senses were overcome. At this moment, the only thing that outstripped his love was his need for the small and slim young man before him with the anxious blue eyes.

"Dex." His voice was a squeak and he was almost panting as he tried to reassure the younger teen. His efforts to comfort collapsed utterly and Dexter's concern only mounted as Ben struggled to speak. "I –I'm the one who's – who's sorry. I'm so sorry. Oh, god, Dexter, I am so sorry. I-"

Exhaustion and regret caught up with him and he swayed where he stood, bracing himself against the window with a hand that trembled. A moment later he was being held in a strong, gentle hold as Dexter stepped in and took all the burdens, all the pain onto his own narrow shoulders. Clearly mindful of Ben's injuries, he held the brunet as tightly as he dared; supporting him as he finally broke down. Dropping his jacket, he crushed Dexter close, hiding his face against the high, stiff collar of his lab coat, hiding from the whole world behind this slight figure in white. Dexter smelled of soap and sulfur and burnt metal, and somewhere in Ben's mind he registered that the boy had come from the foundry on the far side of the campus. A thousand details raced through his mind, so many things he hadn't realized he'd missed until now. The scratch of heavy cotton fabric against his skin. Dexter standing on his toes to reach him more easily. The press of oversized buttons against his chest. The catch of latex gloves on his clothes and hair. The heat of another body pressed close against his. The glory of being part of something so much greater than just Ben Tennyson.

Ben felt a faint shiver in his arms, though if it came from him or Dexter he could not tell. He just held on tighter, knowing that this was where he belonged. He never knew how long they stood there embracing in that hall. Minutes or hours, Dexter held him and anchored him until his self-control was restored and Ben was almost collapsing from the emotional strain. Dexter's lips were close to his ear and his breath was warm against Ben's chilled skin as he whispered,

"Stay with me."

It might have been a question. It was undoubtedly an invitation. He drew back to look at the scientist that held him so carefully, as if he might break. Longing and hope and . . . and love were written plainly on Dexter's face.

"Can I?" he breathed. "Please?"

Slowly, gently Dexter smiled, and there was an understated radiance in his expression as he said, "Always."


	33. Rule #4

**Chapter 33: Rule #4**

He awoke feeling stiff and sore, but rested for the first time in what felt like ages. When was the last time he had slept himself out or slept so deeply? Ben Tennyson opened his eyes and looked around, recognizing Dexter's bedroom in the suite of rooms the Utoniums used when they stayed at DexLabs. Dexter had brought him home.

Dexter. The redhead deserved some sort of medal or sainthood for putting up with Ben the way he had. Silently he vowed that he'd never be so god-awful stupid again; never put Dexter through that again. Once was enough. More than enough for both of them.

Yesterday was a blur after Dexter had found him. He remembered the Professor getting him settled in bed, vaguely remembered father and son talking and Dexter having to return to the foundry to finish overseeing production of some sort of armor plating. Physical and emotional exhaustion had ganged up with pain killers to knock Ben flat, but he roused briefly when Dexter sat on the bed next to him. A too-brief kiss on the ear, weight and warmth against his back, and Ben had lapsed straight back into oblivion for the safest, most content sleep he'd enjoyed in months. More than four months, to be exact.

Mindful of his shoulder, Ben gingerly rolled to his back. Settling down against the soft pillows, he gave his thoughts entirely over to Dexter and where they stood now. Clearly his attempt to drive Dexter away had failed – thank God, it had failed. What had he said? _I knew your troop was returning._ He had been following Ben's movements, just as he had in the past. What on earth had led him to think he could make Dexter forget him? Stop caring for him? Dexter had fallen in love with him first, after all. Trying to reject him for his own good had been stupid and selfish. Ben closed his eyes and tried his best to jam the memory into the back of his mind and lock it away. That was over. Done. Never again. Guilt lingered, though. He had broken his word, gone back on his promises. He hadn't just hurt Dexter – he had shattered him. That brief video conference they had attended last month had frightened Ben more than anything. He had never seen Dexter look worse, short of the immediate aftermath of facing Vilgax. All Ben could do was to ensure he never repeated such appalling and undeserved conduct. All he could do was treasure Dexter as he deserved. Maybe someday he would be able to make it up to him.

At first he thought he was imagining it, but a moment later he opened his eyes as he realized he could hear a piano being played. He listened for a while, vaguely recognizing the music but not quite able to place it. Dexter was playing. It had to be. He knew the younger teen was an excellent pianist, but he'd never heard him play before. Moving slowly, feeling old despite his mere eighteen years, Ben slowly climbed out of the bed and made for the door. He glanced down, making sure he was decently dressed in case any of the Powerpuff Girls were floating around. Shocking them might end up shocking _him_ instead, something he wanted to avoid, especially since thanks to the Fusion Dexter, he knew exactly what it felt like. He was in shorts and a t-shirt – the same ones he'd left down in Dexter's private rooms outside the lab. More proof that he hadn't succeeded in pushing the Boy Genius away since personal property was usually the first thing to get axed when a relationship ended (at least according to Gwen).

The hall was shadowy and gray, and a glance toward the wall of glass overlooking the garden showed that the rain had not stopped. Ben smiled, not minding in the least. Dexter wanted him back, he'd gotten enough sleep to make up for the past few days, and there was music playing. All he needed was some coffee and some food in him and the day would be perfect regardless of his shoulder or the fact that he had no clue where his clothes were.

Down the carpeted stairs to the main floor of the house he went, following the sound of music to its source. Dexter sat at a baby grand piano in the living room, his lithe form moving with graceful ease as he played. His back was to Ben, and he had removed his lab coat and gloves. For a few moments he just stood and watched, appreciating the precise motions and timing, the intense focus, and that small figure. It was amazing how much Dexter knew, how much he could do: invent things, play piano, help run a war and gigantic corporation, put up with Ben Tennyson . . .

He drew closer, his heart racing in his chest as nervousness settled in upon him at the prospect of talking – really talking – to Dexter. He wanted to talk, to engage in the banter they had shared, to listen to that heavy accent that delighted him so much, but he was afraid of what the first words might be. Dexter had come seeking him out and asked him to stay and had brought him home and looked after him and Ben desperately wanted to just walk up and hug him and never let go but he wasn't sure if the gesture would be completely welcome yet. The last thing he wanted to do was frighten Dexter in any way. He'd seen the look in those blue eyes, and he knew he'd done enough damage as it was.

He tried to make a bit of noise to warn of his presence, but bare feet on carpet were no competition for a piano and so he bit the bullet and, moving slowly, went and sat on the bench next to Dexter, facing opposite him and being careful not to get too close until invited to. The melody faltered a bit, and Ben waited a few moments before looking at the younger teen. Dexter focused on the music before him, hastily wrapping up the piece before he rested his hands on his lap. His breaths were coming rapidly, and Ben realized they were well matched for nervousness. When finally he looked at Ben, the brunet felt a pang to see the same fear as yesterday in his eyes and expression.

God, he was an idiot.

Bracing himself, Dexter finally met Ben's gaze. In a very small voice he said, "Hi."

Such a tiny word, spoken in hushed tones, and Ben Tennyson was struck by the enormity of what he had done. In his nobly stupid attempt to protect him, he had reduced this Boy Genius, this Titan of industry and innovation, this general standing in defense of the planet to a lonely and frightened little boy that was terrified of being rejected again. He fully understood now what the Professor had meant when he said that Ben's conduct would destroy Dexter. For all his strength and intelligence, Dexter's was a fragile psyche. He was a small but mighty bundle of contradictions, and that was one of the primary reasons they had become friends and why Ben loved him so completely.

He realized he was staring and his silence was confusing Dexter when the redhead looked away, biting his lip anxiously. Ben couldn't stand it any longer. By Dexter's own decree, actions spoke louder than words and so he acted. Swinging one leg over to straddle the piano bench, he reached out and took Dexter's hand in his own. He took it as a hopeful sign that the genius not only allowed the touch, but he didn't pull away. Instead he closed his fingers around Ben's.

"Dex?"

Slowly Dexter raised his eyes to face him. Ben drew a deep breath, trying to hit upon just the right note to let Dexter know how deeply he regretted every moment of the past four months and how much he knew he was a dolt and how much he loved him. Words failed him as he looked into those blue eyes. He could only stare and stammer as his thoughts got jumbled into a mess and eloquence deserted him.

"Dex, I . . . I . . ."

It was Dexter's turn to reach out, and he twisted slightly to cup Ben's face with a hand that trembled. Ben fell silent, able only to stare desperately as Dexter studied him with all that wonderful intensity.

"I know," whispered Dexter. His eyes reflected wisdom and pain far beyond his years. "I know, Ben."

He couldn't take it any longer and let out a little exclamation. Closing the distance between them, Ben swept the younger boy into his arms, wrapping himself tightly around Dexter's small frame. For a moment Dexter returned the embrace, and then he reluctantly pulled back a bit.

"Ow," whispered Dexter. "Ow. Ben, my leg."

Horrified, Ben sprang back, releasing him instantly. "Oh, my god! Did I hurt you? Again? Dex, I'm sorry! I didn't mean-"

"Ben," soothed the redhead. "Ben. Please. It's all right. I just have to be very careful and not put too much pressure on it." As he spoke he cautiously maneuvered said limb over the piano bench and then bent his left leg in close so he could face Ben in comfort. Tennyson watched the process anxiously, itching to help but not sure how.

"Does it hurt?" he asked, not sure he wanted to know.

"A little. I can't walk far. The physical therapy is the worst part." He caught Ben's eye, recognizing guilt. "Benjamin," he said a little sternly, trying to get through to the older teen. It was a marked difference to hear Dexter say his name as opposed to his Fusion. "I can _walk_. I'm whole and getting better. I'm just going to be a little disappointed with my height when I'm older, but I was doomed from the start since I take after my mother's side of the family and there wasn't much hope there to begin with." He took a deep breath, and carefully said, "No guilt, Ben. It's a waste of time and emotion. I'll spend time, but I can't afford to waste it any more than you can."

Ben made himself meet that steady gaze, and he wished he could match that eloquence. "Time with you is never wasted, Dex. Just time away." _And me being a jerk_ , he thought.

Dexter reached out with both hands, resting them against Ben's chest in that odd little gesture that bespoke so much affection from the redhead. The only other person Ben had seen Dexter do this to was Utonium, and he appreciated that the younger teen had initiated the contact. He leaned into the touch, sliding a little closer and covering Dexter's hands with his own to hold them gently in place.

"I have missed you," whispered Dexter.

It was an understated confession of pain and suffering, all the worse because it had been unnecessary and undeserved. How could Ben tell this genius that for four months and more he had been dead inside, an empty shell going through the motions of being alive? That without Dexter he was lost? How to tell him that every moment away had been torture and the only solace he had found was the lonely, mindless frenzy of battle? That until Dexter had held him yesterday he had known neither rest nor peace since Vilgax had struck?

And as he stared into those blue eyes, struggling to find a reply, he realized words were useless. Dexter understood because he had gone through all the same grief and doubt and misery that Ben had. Even apart, they had been united.

Still pinning Dexter's hands against his chest, Ben leaned down. Dexter met him midway, his hands closing on the cloth of Ben's t-shirt to pull him closer.

The kiss was not as awkward as the first one they had ever shared, but it was as sweet and even more welcome. Weeks and months of longing to be right here with Dexter were realized in this moment. It was like a song suddenly remembered or the first taste of strawberries in spring. It was everything wonderful condensed into the touch of Dexter's lips against Ben's, and even if it had lasted forever it still would not have been enough.

How could he have ever given this up? He never would again. It was far too precious and he loved him far too much. And why Dexter loved him so completely Ben could not fathom, but he was so very, very glad that he did.


	34. Epilogue: Shipping News

**Epilogue: Shipping News**

"Buttercup? Could you go knock on your brother's door and make sure he's up? Dinner's in half an hour."

Glad for something to do besides finish her history homework, Buttercup hopped to. "Sure thing, Professor. I'll get 'em."

"Just knock, honey," repeated the Professor, intent on dinner.

She zoomed through the suite and up the stairs to the bedrooms. Dexter's was the only door that was closed at this time of day. With a little frown she realized that she had not seen Ben since yesterday. Probably he'd fallen asleep waiting for Dexter to come back to the land of the living. Tennyson had been lumped up pretty badly by those Fusions and Dexter was not only working his tail off, but the hormone treatment he was getting to stop his growth seemed to knock him for a loop and he could sleep like a champ.

"Yo, bro!" she called, rapping on the door. "Dex-ter!"

Nothing. There were no sounds within, no grumbling, no muttering, nothing. She knocked again a bit harder.

"Dexter, wake up! Dinner!"

She waited. Still nothing. Buttercup glanced to the side and as Bubbles joined her outside Dexter's room, a ready laugh filling the silence between knocks. With a grin Buttercup shook her head, rather impressed by Dexter's ability to sleep in.

"Let me." Bubbles knocked lightly and called in a sweet voice, "Dexter! Oh, Dexter! Wakey, wakey! Hey, wake up!"

Both girls were giggling when Blossom joined them. "What are you two doing?"

"Trying to wake Dexter. It's almost time for dinner," said Bubbles. Buttercup rapped her knuckles on the door in a rapid staccato.

Nothing. No shouts for them to go away, nothing thrown against the wall to shut them up, nothing. Blossom joined in their amusement.

"He was up earlier," said the redhead. "At least, I saw plates in the dishwasher when I loaded it after lunch."

"It's not like he can go anywhere," muttered Buttercup.

"Well, he won't want to miss dinner," decided the leader of the Powerpuff Girls, laying hold of the knob.

"The Professor said just to knock," warned Buttercup.

Blossom opened the door. "To you."

She led the way into the shadowy room. They rarely came in here, mostly because there was nothing that interested them in what they considered to be a very boring and unremarkable space. Buttercup had described Dexter's bedroom as 'a hotel room out of _Star Trek_ ' and she wasn't far off the mark. They looked around. The bed had been slept in and the pillows had been removed. They moved further into the room where a sofa faced a widescreen TV. The TV was on, the volume turned almost all the way down. All three girls crept close enough to look over the back of the sofa and all three got the shock of their lives.

The two young men they were looking for lay on the couch, fast asleep. Ben's injured shoulder was braced by the bed pillows, angling him away from the edge of the sofa. Wedged between Ben and the back cushions was Dexter, his head resting on Ben's good shoulder, his right hand beneath Ben's black t-shirt. The brunet held him close, leaning his head against Dexter's. Despite the brace Dexter wore their legs were tangled together, and despite the differences in their sizes they fit together very neatly, snuggling in together close and warm and content. Physically and emotionally spent and knocked flat by pain killers, they were completely unaware of the wide blue, green, and pink eyes fixed upon them.

For an eternity of several heartbeats Blossom stared at the two young men she loved so completely and so differently. A wave of heat swept over her and she felt faint, then sick, and finally numb. It wasn't really betrayal, but it certainly felt that way, and panic – something she never felt in battle - gripped her. Seizing her two sisters by the wrists, she yanked them down to the floor with her. The Powerpuff Girls sat in a row against the back of the sofa. Blossom stared off into the darkened room, trying to comprehend what she had just seen while Bubbles and Buttercup held a heated, whispered exchange, talking right over her.

"Ha!" Buttercup softly crowed, pointing in triumph. "I told you!"

Hissed Bubbles, "You said he likes Mandark!"

"Mandark, shmandark." Buttercup waved dismissively. "That uber-dork likes DeeDee. Dexter's got better taste than that."

"Ben likes boys?" Bubbles was thrilled with the notion.

"He sure seems to like Dexter!"

"Who knew?" wondered the blonde in amazement.

"Not me, but you've got to admit they look pretty hot together."

Bubbles climbed to her knees and then her feet for another look before dropping down again. She nodded her agreement. "They really are cute. Both of them."

"To the power of cute, sister. How long has this been going on?"

Bubbles shook her head, sending her pigtails wagging, a slow grin spreading across her face as she found herself embracing the idea of her adorable older brother and his equally adorable best friend being boyfriends. She leaned across Blossom's knees. "Who do you think asked who out?"

Without hesitation Buttercup said, "Dexter. Definitely."

"But Ben's older!"

"So?" was the whispered response. With unmistakable pride she asked, "You think that would stop our bro?"

"You think maybe they were kissing before?"

"At _least_ ," said the black-haired girl with obvious delight. She got to her feet to stare some more and Bubbles joined her, leaving Blossom with her heartache on the floor. A moment later Bubbles frantically gestured Buttercup down behind the furniture again.

"Dexter doesn't have a shirt on!" she breathed through clenched teeth.

That was almost as shocking as finding them asleep together. They had been a family for four years, known Dexter for five, and in all that time they had never seen more skin than Dexter's face, sometimes his hands, rarely his feet (and then never for very long). Buttercup gaped, popped up to verify her sister's observation, and almost fell over.

"I didn't think his clothes _came_ off!" squeaked Bubbles, pointing frantically at Dexter's discarded shirt a few feet from the bed. Had it been a viper poised to strike she could not have been more wound up. This scandal was almost on par with the boys being an item.

"Well, duh, Bubbles, you've seen him in other clothes." She smirked wickedly. "Too bad Dexter didn't return the favor."

At the suggestion of a semi-naked Ben on top of (possibly literally) a semi-naked Dexter, Bubbles gaped, her mouth a perfect 'o'. Buttercup found her expression so laughable that she clapped a hand over her own mouth to keep from giggling out loud and waking the boys. A moment later she leaned on Blossom's knee to whisper tightly to her sister,

"Bubbles – _we're shipping our own brother!"_

"With his best friend!" squeaked the blonde before clamping her hands over her mouth and closing her eyes as she fought to keep from bursting out loud with glee.

"Benter," suggested Buttercup when she could breathe again.

Bubbles dashed away her tears and said, "Bexter."

"Bex for short," grinned Buttercup, and they both collapsed in silent hysterics.

A faint sniff emanated from between them, and both girls turned and looked at Blossom, only now realizing she had not been celebrating this discovery along with them.

"Blossom?" whispered Bubbles.

She sniffed again, pursing her lips as she tried to hide her distress. Ducking her head down, she tried to hide behind her long, red hair.

"Oh . . ." Buttercup caught on faster than Bubbles. With a grimace of understanding she asked, "Which one?"

After another sniff Blossom raised teary eyes to her sisters and hoarsely murmured, "Ben."

In light of her upset they sobered up immediately. Bubbles gazed at her with wide, sympathetic eyes.

"Did he ever say anything?" asked Buttercup.

Blossom shook her head, not meeting her sister's eye. She looked perfectly miserable. "I tried to let him know but . . . now I know why he didn't say anything."

"Yeah. Dex called dibs," muttered Buttercup. A thought occurred. "So that's why the Professor wanted us just to knock on the door."

"I'm sorry, Blossom," said Bubbles, laying her hand on her sister's arm.

"I should have known," sighed Blossom. "Dexter was always so much happier when Ben was around, and they were always together. I guess I was just fooling myself."

"Nothing wrong with having a little hope," Buttercup said softly as Blossom gained her feet. She gave the sleepers one last, disappointed look, tried to smile, and then rushed from the room. Her sisters watched her go, considerate of her distress. They were quiet for a few moments.

"You think she'll be okay?" whispered Bubbles.

"Yeah. She'll be fine. Don't worry. We'll convert her to our side."

The sweetest Powerpuff looked thoughtful, and finally admitted, "I think Ben's better for Dexter than he'd be for Blossom. Blossom would want to change him and Dexter wouldn't dream of it."

"Plus they're really hot," grinned Buttercup.

"Well, yeah!"

Buttercup stood up for another look. Her green eyes flew wide and she desperately swatted Bubbles on the head to get her to stand up. Yanking her sister close, she pointed at their brother. _"Is that a hicky?"_

Bubbles stopped rubbing her scalp as she gaped and then clasped her hands in ecstasy. "No wonder why he always wears turtlenecks!"

Christmas had come early for two out of the three Utonium girls.

**_()()()()()()()()()()_ **

"Professor?"

He turned as he pulled the roast from the over, surprised at Blossom's subdued tone and immediately concerned. Clearly something had upset her, and he set the food aside as she entered the kitchen.

"What's wrong, Blossom?" he asked, placing his hands on her shoulders.

She swallowed, not quite meeting his eye. She took a breath, started to speak, hesitated, and finally asked, "Did you know about Ben and Dexter?"

He gripped her tightly for a moment, then loosened his hold and quietly said, "Yes. I did."

"Why didn't you tell us?"

There was a hint of censure in her voice. He understood she was struggling with the loss of something she never really had, but desperately wanted. Quietly he replied, "It wasn't my place."

"What? Then who was going to tell me? Us?"

"The parties involved. When they wanted you to know."

"But . . ."

He smiled fondly, brushing the hair away from her face. "You know how private your brother is. Besides, he and Ben see one another so rarely that what they have is still very new to them both."

"Did you know when I told you I liked Ben?"

The Professor nodded.

"Why didn't you . . . ?"

"Did Ben ever give you any indication that he liked you back?"

"No," she admitted softly.

"When did you start to like him like this?"

"Just a little before I told you."

Gently he said, "Your brother has been in love with Ben for years, Blossom, and they started their relationship almost year ago."

She blinked, astonished that she'd come so late to the game.

"I couldn't say anything, honey. For safety's sake no one can know. What Vilgax did to your brother he did _because_ Ben cares so much for him. Back when you and I talked that day, they'd had a falling out that they just patched up last night. They've both had a hard time of it, but they love and need each other very much."

She looked down, trying to come to terms with her heartache and having been beaten out to Ben by the boy she considered her brother. Somehow knowing that Ben had been seeing Dexter for so long made the hurt seem a little less. She'd never really had a chance after all, and Dexter . . . Ben would be good for him. Before she could speak, Buttercup and Bubbles came piling into the kitchen. They were giggling and grinning and Bubbles piped,

"They're awake! They'll be down as soon as they're dressed."

She gasped, realizing she'd just revealed that the boys had both been in Dexter's room and asleep. Blossom managed a little laugh, somehow finding amusement in her sisters' new hobby. Buttercup rolled her eyes in disgust at Bubbles' inability to keep quiet while Utonium smiled and shook his head.

"Took you long enough. Bubbles, can you drain the carrots? Buttercup, would put the drinks on the table?"

"Professor?" asked Blossom. He could tell she wasn't speaking about helping with dinner as she pled, "What am I supposed to do?"

Still smiling, he leaned over and kissed her on the forehead as he lovingly said, "Be happy for them."


End file.
